Common use of Tenant Improvement Allowance Clause in Contracts

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing Subject to the terms of this Section 38 set forth below, there shall be paid by the Landlord as the Landlord’s contribution toward Tenant’s Initial Alterations, the sum (“Allowance”) of January $7,191,555.84, based upon a contribution of $68.04 per rentable square foot for 105,696 rentable square feet in the Initial Premises. Tenant shall submit to Landlord Tenant’s good faith estimate (“Qualified Cost Estimate”) of the Qualified Costs (hereinafter defined) to be incurred by Tenant in connection with its move to and the construction of Initial Alterations in the Premises. Installments of the Allowance shall be payable in accordance with the procedures set forth below. Installments of the Allowance, which shall in no event exceed in the aggregate the amount of the Allowance, shall be paid to Tenant (or, at Landlord’s option if Landlord reasonably determines that Tenant is not paying its contractors and such failure to pay may give rise to a lien against the Building, to the order of the contractor that performed the work set forth in the respective invoices) or, at Tenant’s option to Tenant’s contractors, with respect to Qualified Costs theretofore incurred by Tenant (and not theretofore paid to Tenant or which were Tenant’s responsibility as set forth in this Article 38) for which Tenant has submitted a requisition consisting of, (i) in the case of other than costs incurred under architectural and engineering contracts (collectively “Professional Services Contracts”) or under construction contracts, such as furniture or moving or professional fees that are contracted for by Tenant separate from construction and Professional Services Contracts, paid invoices, (ii) in the case of Professional Services Contracts, invoices, and (iii) in the case of construction costs (a) an application for payment and sworn statement of a contractor performing general contracting work in the Premises substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein which is part of the construction contract; (b) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (c) contractor’s, project managers and subcontractor’s waivers of liens which shall cover all applicable items of Qualified Costs under such construction contracts for which disbursement is being requested and any other statements and forms required for compliance with the mechanics’ lien laws of the Commonwealth of Massachusetts, together with invoices with respect to such Qualified Costs and such other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a cost breakdown for each trade or subcontractor performing the work included in Qualified Costs for which a request for disbursement under such construction contracts is being made; (v) copies of all construction contracts for the such Alterations, together with copies of all change orders, if any; and (iii) a request to disburse from Tenant containing an acknowledgement by Tenant of the work done and a good faith estimate of the cost to complete the Initial Alterations to the Premises. Upon completion of the Initial Alterations, and as part of the requisition for final disbursement of the Allowance for hard construction costs, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, 2011(2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) as-built plans of the Alterations, and (5) the certification of Tenant’s architect to the Landlord that, based on on-site observation and the data comprising the application for disbursement, to the best of the architect’s knowledge, information and belief, the Alterations have progressed as indicated in the application, the quality of the Alterations is in accordance with the construction contract documents and the contractor is entitled to; payment of the amount certified in the application. Notwithstanding the foregoing, if the Qualified Cost Estimate exceeds the Allowance, Tenant shall be entitled to use payments with respect to any requisition in accordance with the “Tenant Improvement Allowance”, as defined terms hereof except that each individual disbursement of the Allowance by Landlord shall be in Section 2 of this Amendment, for the costs relating same ratio to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement amount properly requisitioned as the Allowance items,” as that term is defined in Section 2.2.1, below bears to the Adjusted Qualified Cost Estimate (collectively, the “Tenant Improvements”hereinafter defined). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.Adjusted

Tenant Improvement Allowance. Commencing as of January 1, 2011the Effective Date, Tenant shall be entitled to use a one-time tenant improvement allowance for the Fourth Expansion Premises in the amount of $4,329,300.00 (i.e., $100.00 per RSF of the Fourth Expansion Premises) (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment), for the costs relating to the initial design and construction of Tenant’s improvements improvements, which are permanently affixed to the Premises or which are otherwise “Tenant Improvement Allowance itemsItems,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant▇▇▇▇▇▇’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Fourth Expansion Premises and Building caused by such removal and return the affected portion of the Fourth Expansion Premises to a Building standard general office condition; provided. Landlord hereby approves the DGA space plan attached hereto as Schedule 1 (“DGA Plan”). So long as the Final Space Plan, howeverFinal Working Drawings and corresponding Tenant Improvements are consistent with and a logical extension of the DGA Plan, that Landlord shall not require Tenant to remove upon Tenant, whether at the end of the Lease Term, or following any earlier termination or expiration of this the Lease, to pay for or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant set forth on the Final Working Drawings, to this repair any damage to the Premises and Building caused by such removal, or to return the affected portion of the Premises to the condition in existence prior to the construction of the Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesImprovements. Any portion of the Tenant Improvement Allowance that 4864-0699-3085.7183305.00028/7-23-24/ejs/ejs EXHIBIT B-1- is not disbursed or allocated for disbursement by December 31, 2013date that twelve (12) months after the Fourth Expansion Commencement Date (subject to delays caused by Landlord), shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as (a) Prior to commencing the construction of January 1the Tenant Improvements, 2011Landlord shall prepare and submit a construction budget for the Tenant Improvements to Tenant for Tenant’s review and approval, Tenant not to be unreasonably withheld, conditioned or delayed. Such budget, once approved by Tenant, shall be entitled referred to use herein as the “Tenant Improvement AllowanceBudget.”, as defined (b) Landlord shall provide Tenant with a Tenant Improvement Allowance in Section 2 of this Amendment, the amount set forth in the Lease to pay for or reimburse Tenant for the costs relating and expenses directly and specifically related to the design planning, design, construction, and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction completion of the Tenant Improvements or and for all other authorized expenses provided for in this Work Letter and the Lease, including, without limitation, for any Change Orders requested by Tenant and approved by Landlord. From a taxation and accounting standpoint, all of the costs and expenses directly and specifically related to the Tenant Improvements up to the amount of the Tenant Improvement Allowance paid by Landlord shall be allocated solely to Landlord, and any such costs and expenses in excess of the Tenant Improvement Allowance and paid by Tenant shall be allocated solely to Tenant. (c) In the event the costs for construction the Tenant Improvement Budget are expected to exceed the Tenant Improvement Allowance, Tenant shall deposit with Landlord the amount equal to the amount by which such costs of construction are expected to exceed the Tenant Improvement Allowance (the “Tenant Deposit”). The Tenant Deposit, if applicable, shall be released by Landlord on a work in progress basis, and prior to the disbursement of any Tenant Improvement Allowance. (d) The Tenant Improvement Allowance Itemsand Tenant’ Deposit shall be paid by Landlord directly the Tenant Improvement Contractor subject to the following conditions: (i) no default under the Lease by Tenant shall have occurred and be continuing beyond any applicable notice and cure period, as defined below, and (ii) Landlord shall not be obligated to pay Tenant for amounts in a total amount which exceeds the sum excess of the Tenant Improvement Allowance. All costs to perform the Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion excess of the Tenant Improvement Allowance shall be the sole responsibility of Tenant. In addition, all costs and expenses directly and specifically related to the Tenant Improvements, including, by way of example only, the Approvals, design fees, contractor fees, construction costs, costs of third-party inspections and testing, project management, temporary power costs, construction security specific to the Leased Premises, and any other costs that is not disbursed or allocated for disbursement by December 31are directly attributable and specifically related to the Tenant Improvements, 2013, may be included within and applied against the Tenant Improvement Allowance. (e) Landlord shall revert be entitled to Landlord retain five percent (5%) of the Tenant Improvement Allowance and Tenant Deposit which shall have no further rights with respect theretobe paid upon Substantial Completion of the Tenant Improvements. (f) In the event any Tenant Improvement Allowance is remaining after completion of the Tenant Improvements (including all punchlist items), Tenant may elect, at Tenant’s discretion, to apply any remaining amounts to Tenant’s moving costs, tenant’s cabling and data systems, Tenant’s signage, or applied to Basic Annual Rent under the Lease.

Tenant Improvement Allowance. Commencing as of January 1, 2011the date of the full execution and delivery of this Second Amendment, Tenant shall be entitled to use a one-time improvement allowance in the aggregate amount of $1,419,910.00 which is comprised of (i) $303,760.00 (the “Tenant Existing Premises Improvement Allowance”, as defined in Section 2 of this Amendment), for the costs relating to the design and construction of Tenant’s improvements improvements, which are permanently affixed to the Existing Premises only (the “Existing Premises Improvements”) or which are otherwise “Tenant Improvement Allowance itemsItems,” as that term is defined in Section 2.2.1, below below, and (collectivelyii) $1,116,150.00 (the “Expansion Premises Improvement Allowance”) for the costs relating to the design and construction of Tenant’s improvements which are permanently affixed to the Expansion Premises only (the “Expansion Premises Improvements”) or which are Tenant Improvement Allowance Items. Collectively, the Expansion Premises Improvements and the Existing Premises Improvements are the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of ” and collectively the Tenant Improvements or any Tenant Existing Premises Improvement Allowance Items, as defined below, in a total amount which exceeds and the sum of Expansion Premises Improvement Allowance are the “Tenant Improvement Allowance”. All Landlord and Tenant agree and acknowledge that the Expansion Premises Improvements for which may include work to the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms exterior of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and 571 Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvementsrooftop equipment and an exterior enclosure and equipment yard) which constitute standard(collectively, non-extraordinary improvements for ordinary officethe “Exterior Improvements”), laboratory and/or Larc uses provided that any such Exterior Improvements shall be subject to Landlord’s prior written approval, to be withheld in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord Landlord’s sole and Tenant shall have no further rights with respect thereto.absolute discretion if such

Tenant Improvement Allowance. Commencing as Landlord shall provide a tenant improvement allowance for Tenant’s expenses incurred in the construction of January 1, 2011, Tenant shall be entitled to use Tenant’s Improvements on the Leased Premises (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating ). The Tenant Improvement Allowance shall be an amount equal to the design and construction lesser of (i) the actual costs of Tenant’s improvements Improvements on the Leased Premises, or which are otherwise “(ii) $1,500,000.00. Landlord shall disburse the Tenant Improvement Allowance items,” in two disbursements in accordance with the following requirements: i. The first disbursement of the Tenant Improvement Allowance shall be payable to Tenant upon submission by Tenant to Landlord of an affidavit whereby Tenant certifies the percentage of work which has been completed in connection with the construction of the Tenant Improvements in comparison to the Tenant’s budget for the Tenant Improvements previously submitted to Landlord by Tenant (the “Initial Disbursement Certificate”). The first disbursement of the Tenant Improvement Allowance shall be equal to the same proportion as the percentage of work certified in the Initial Disbursement Certificate bears to the total maximum Tenant Improvement Allowance. For the first disbursement of one the Tenant Improvement Allowance, Tenant must submit an affidavit of Tenant indicating that term is defined all subcontractors, laborers and material suppliers have been paid in full, and providing appropriate full or partial lien waivers from the contractor, subcontractors, laborers and material suppliers represented by such invoices more than thirty (30) days old. ii. The final disbursement of the remaining Tenant Improvement Allowance (which disbursement shall only be made upon completion of 100% of the Tenant’s Improvements based on the amount funds expended by Tenant as a proportion to the total Tenant Improvement Allowance) shall be made upon Tenant’s submittal of the items listed in Section 2.2.148(c)(i) above along with the following: (1) a certificate of substantial completion signed by the Tenant, below in form and content acceptable to Landlord; (collectively2) unconditional final lien waivers from any and all contractors, subcontractors, materialmen, laborers and suppliers for all work related to Tenant’s completion of the “Tenant Improvements”), (3) a certification from the Tenant that all contractors, subcontractors, materialmen, laborers and suppliers have been paid in full, that the work has been completed to plans and specifications, and indemnifying Landlord against any claims from such contractors, subcontractors, materialmen, laborers and suppliers for any work performed at or for the benefit of the Leased Premises. In no event shall Landlord be obligated to disburse the Tenant Allowance or any part thereof if Tenant is in arrears with regard to any Rent or other charges which might be due or owing, or otherwise in default under this Lease. No portion of the Tenant Improvement Allowance shall be allowed as a setoff against rent or other charges owing to Landlord by Tenant. Tenant shall have opened for business in the Leased Premises in strict accordance with the terms and provisions of the Lease. In no event shall Landlord be obligated to make disbursements pursuant to this Section 48 for Tenant Work Letter Improvements in a total amount that exceeds the Tenant Improvement Allowance, and any additional costs or otherwise expenses which arise in connection with Tenant’s the construction or development of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds shall be solely the sum responsibility of the Tenant. Additionally, Tenant Improvement Allowance. All Tenant Improvements for which agrees that the Tenant Improvement Allowance has been made available may only be used for real property improvements and shall not be used for Tenant’s furnishings, equipment or personal property, which shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at solely Tenant’s responsibility and expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating In addition to the design and construction of Tenant’s improvements or which are otherwise “Improvements to be made to the Premises by Landlord set forth hereinabove, Landlord shall provide Tenant with a Tenant Improvement Allowance items,” (herein so called) in the amount of $30,000.00 to perform the following described work at the Premises: • Replace kick plates on work room double doors to outside and ensure integrity of door handles and locking mechanisms • Install 4 dedicated electrical circuits in work room or newly created break room for coffee machine, microwaves, refrigerators and vending machines • Install power for flat screen TV in work room/new break room, location denoted by Tenant • Install 6 dedicated electrical circuits in Data/Server Room near existing racks, denoted by Tenant • Add additional power recepticals in training rooms as that term is defined in Section 2.2.1denoted by Tenant • Construct under ceiling grid wall near entrance to create a reception area and separate work space from visitors, below (collectively, new glass doors to enclose the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Itemsspace for security and clear story windows, as defined belowto bring light and keep privacy • Repair movable walls in both training rooms to ensure walls close easily and fully, fabric is clean and intact, base boards on articulating sections are not broken and sound is contained as much as possible in a total amount which exceeds the sum each room • Install additional awning adjacent to existing in back of the building and add 3 more cement picnic benches for outdoor seating and smoking area • Remove handles and plug holes on exterior side of glass doors not used as an entrance doors as denoted by Tenant Improvement Allowance. All • Install security access readers, wiring and door hardware on entrance door, workroom/new break room double doors, 2 glass doors on reception wall and server room Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice may use up to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion $10,000.00 of the Tenant Improvement Allowance that for data wiring/electrical connectivity within the Building. If there is a remaining Tenant Improvement Allowance, the residual amount shall be used for the future expansion space if (when) Extend Health expands. Tenant may use the Tenant Improvement Allowance for improvements other than the improvements itemized hereinabove with the Landlord’s prior consent, which consent shall not disbursed be unreasonably withheld or allocated for disbursement delayed. Within thirty (30) days after receipt of invoices and/or other written documentation evidencing the completion of the improvements described hereinabove, Landlord shall disburse the Tenant Improvement Allowance to Tenant to pay the costs evidenced by December such invoices and/or other written documentation. LANDLORD: AMB-SGP TX/IL, L.P. TENANT: EXTEND HEALTH, INC. LEASE DATE: May , 2011 PREMISES: Approximately 17,331 square feet of space located in the Building situated at 1350 North Glenville in Richardson, Texas. Tenant hereby accepts the Premises as being in the condition required under the Lease. The Lease Commencement Date of the Lease is May 31, 20132011. The Rental Commencement Date of the Lease is . The Expiration Date of the Lease is LANDLORD: AMB SGP TX/IL, shall revert to Landlord and Tenant shall have no further rights with respect theretoL.P., a Delaware limited partnership TENANT: EXTEND HEALTH, INC. a Delaware corporation By: AMB Property Holding Corporation, a Maryland corporation By: By: Print: Print: Title: Title: Telephone: Telephone: Facsimile: Facsimile: Executed at: Executed at: on: May , 2011 on: May , 2011 Property Name: Property Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ Lease Date: May 2011 Landlord: AMB-SGP TX/IL L.P. Tenant: EXTEND HEALTH, INC.

Tenant Improvement Allowance. Commencing as It is agreed and understood that pursuant to the Original Lease Landlord previously provided Tenant a Tenant Improvement Allowance in connection with the construction of January 1Tenant Improvements within the Building, 2011including within the Leased Premises, Tenant shall be entitled to use in the amount of One Million Five Hundred and Fifteen Thousand Seven Hundred and Forty and 72/00 Dollars (the “Tenant Improvement Allowance”), receipt and sufficiency of which is hereby acknowledged by Tenant, used by Tenant for space planning, preparation of the Tenant Improvement Plans (as defined in Section 2 of this Amendmentdescribed below), for the costs relating architectural and engineering services related to the design Tenant Improvement Plans, permitting required in connection with the Tenant Improvement Plans, leasehold improvements (including modifications to the existing building specifications required as a result of the Tenant Improvement Plans), Tenant’s building signage, and other costs incurred by Landlord in connection with the Tenant Improvement Plans or construction of the Tenant’s Improvements. Accordingly, Landlord shall not provide any additional allowance for improvements or alterations to the Leased Premises in connection with this Lease. In the event of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that full and faithful compliance with each and every term is defined in Section 2.2.1, below (collectively, and condition of this Lease the “Tenant Improvements”). In no event Landlord shall Landlord not be obligated entitled to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum return of the Tenant Improvement Allowance. All , however in the event of Tenant’s abandonment of the Leased Premises or Tenant’s Default hereunder resulting in Tenant Improvements being evicted from the Leased Premises (as evidenced by court order or Landlord’s Notice of Default and Termination as provided for which herein) within five (5) years of the Lease Commencement Date Landlord shall, among other remedies provided for in this Lease, be entitled to the full and immediate repayment of the Tenant Improvement Allowance has been made available which Tenant shall be deemed Landlord’s property under repay to Landlord upon demand therefore. However, it is agreed and understood that the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion amount of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement Tenant shall be required to repay to Landlord, as required by December 31, 2013this provision, shall revert to Landlord be reduced by one hundred and Tenant shall have no further rights with respect theretofifty thousand dollars ($150,000.00) on each anniversary of the Lease Commencement Date hereunder.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, as defined but not exceeding [***] per rentable square foot of the Premises (i.e., an amount up to [***] based on 149,273 rentable square feet in Section 2 of this Amendmentthe Premises), for the costs relating to the initial design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Premises (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant be entitled to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, receive any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements cash payment for ordinary office, laboratory and/or Larc uses in biotech facilities. Any any portion of the Tenant Improvement Allowance that which is not used to pay for the Tenant Improvement Allowance Items (as such term is defined below) or disbursed or allocated following the Effective Date of the Lease in accordance with the terms of this Tenant Work Letter. Notwithstanding the foregoing, an amount not to exceed [***] of any unused amount of the Tenant Improvement Allowance shall be made available to Tenant to help Tenant pay for the actual and documented costs incurred by Tenant (collectively, the “Moving/Cabling/FF&E Costs”) for (i) moving and relocating to the Premises, (ii) installing in the Premises telephone and data cabling for Tenant’s telephone and data equipment in the Premises and for establishing security services for the Premises; (iii) the purchase of and installation of furniture, fixtures and equipment for the Premises; and (iv) the cost of signage for the Premises and the Building. Landlord shall disburse from the Tenant Improvement Allowance the available portion thereof to help Tenant pay for the Moving/Cabling/FF&E Costs actually incurred by Tenant within thirty (30) days after ▇▇▇▇▇▇▇▇ has received ▇▇▇▇▇▇’s written request for disbursement together with copies of invoices from third parties evidencing the amount of such Moving/Cabling Costs to be paid by December 31Landlord. Any remaining balance of the Tenant Improvement Allowance after the Lease Commencement Date may, 2013for the first twelve (12) months after the Lease Commencement Date (but not thereafter), shall revert to Landlord and Tenant shall have no further rights with respect theretobe used as a credit toward the Base Rent first coming due under the Lease.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “"Tenant Improvement Allowance”"), as defined in the amount set forth in Section 2 5 of this Amendmentthe Summary, for the costs relating to the initial design and construction of Tenant’s 's improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Premises (collectively, the “"Tenant Improvements”"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of Tenant Improvement Allowance and "Landlord's Drawing Contribution," as that term is defined in Section 3.1, below. In the event that the Tenant Improvement AllowanceAllowance is not fully disbursed by Landlord to, or on behalf of, Tenant on or before the date which is one (1) year following the Lease Commencement Date, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord's reasonable rules, regulations, and restrictions, including the requirement that any cabling vendor must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this Lease, require Tenant, at Tenant’s 's expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require their condition existing prior to the installment of such Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoImprovements.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, as defined in Section 2 of this Amendment, for the costs relating but not to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below exceed Eighty Thousand Dollars (collectively, the “Tenant Improvements”$80,000.00). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, Paragraph 5 in a total amount which exceeds the sum of Tenant Improvement Allowance and in no event shall the Tenant Improvement AllowanceAllowance be utilized for any trade fixtures, furniture or equipment (including freezers or coolers) of Tenant. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property under upon the terms expiration or earlier termination of the term of this Lease and may not be removed by Tenant from the Premises at any time unless required by Landlord in accordance with the provisions of Paragraph 11 of the Lease; provided, however, Landlord may, by written notice to . Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant be entitled to remove upon termination any payment or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, credit for any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance. The Tenant Improvement Allowance shall be funded by Landlord upon completion of the installation of improvements (the “Work”) in the Premises and after Tenant has submitted all invoices, lien waivers, affidavits of payment, and such other evidence as Landlord may reasonably require to evidence that the cost of the Work has been paid for and that no mechanic’s, materialman’s or other such liens have been or may be filed against the property or the Premises arising out of the design or performance of the Work. In no event shall Landlord be required to pay any portion of the cost of the Work in excess of the Tenant Improvement Allowance. If the Work is not disbursed or allocated for disbursement by December 31, 2013, shall revert substantially completed with all invoices submitted to Landlord and within twelve (12) months after possession of the Expansion Space is tendered to Tenant, then Landlord shall not be obligated to reimburse Tenant shall have no further rights with respect theretofor invoices submitted after such date.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of Two Million Eight Hundred Forty Thousand Two Hundred Fifty-Five and 00/100 Dollars ($2,840,255.00, as defined in Section 2 i.e., $55.00 per rentable square foot of this Amendment, the Premises) for the costs relating to the initial design and construction of Tenant’s improvements improvements, which are permanently affixed to the Premises or which are otherwise “Tenant Improvement Allowance itemsItems,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In Except with respect to the Landlord Work, in no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of (i) the Tenant Improvement Allowance, and (ii) the “HVAC System Allowance,” as that term is defined in Section 2.2.2 of this Tenant Work Letter, below. Tenant hereby acknowledges and agrees that any unused portion of the Tenant Improvement Allowance remaining as March 31, 2015 (i.e., the New Expiration Date) shall revert to Landlord and Tenant shall have no further right thereto; provided, however, Tenant shall have the right to deliver written notice to Landlord (the “TIA Rent Credit Notice”) anytime after the substantial completion of the Tenant Improvements, informing Landlord of Tenant’s election to use any unused and unallocated portion of the Tenant Improvement Allowance, up to, but not exceeding, Four Hundred Eighty-Five Thousand and 00/100 Dollars ($485,000.00), as a credit against Minimum Rental under the Lease (the “Unused TI Rental Credit”). Upon Landlord’s receipt of a TIA Rent Credit Notice Landlord shall apply the Unused TI Rental Credit amount against, and Tenant shall not be obligated to pay, the Minimum Rental otherwise attributable to the Premises during the last month of the Term of the Lease (i.e., March, 2015), and to the extent the Unused TI Rental Credit exceeds the Minimum Rental otherwise attributable to the Premises during the last month of the Term of the Lease, then such excess amount shall be applied to Minimum Rental attributable to the immediately preceding month (i.e., February, 2015), and such application shall be repeated until the full amount of the Unused TI Rental Credit has been applied as a credit against Minimum Rental otherwise due and owing under the Lease, as amended. All Tenant Improvements for which the Tenant Improvement Allowance has been made available available, including without limitation “Tenant’s FF&E,” as that term is defined in Section 2.2.1.6, below, shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office conditiontheir condition existing prior to the installation of such removed Tenant Improvements; providedprovided further, however, to the extent the Tenant Improvements are a natural and logical extension of the “DGA Space Plan”, as that Landlord shall term is defined in Section 3.2, below, then Tenant not require Tenant have any obligation to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any such Tenant Improvements constructed pursuant or to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any return the affected portion of the Premises to their condition existing prior to the installation of such Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoImprovements.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use receive from Landlord a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, as defined but not exceeding Two Million One Hundred Seventy-Five Thousand Four Hundred Fifteen and 80/100 Dollars ($) (i.e., One Hundred Ninety-Six and 71/100 Dollars ($196.71) per rentable square foot of the Premises based on 11,059 rentable square feet in Section 2 of this Amendmentthe Premises) , to help pay for the costs relating to of the design design, permitting and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Premises (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant be entitled to remove upon termination receive any cash payment or expiration of this Lease, credit against Rent or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, otherwise for any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that which is not disbursed or allocated used to pay for the Tenant Improvement Allowance Items (as defined below), except that Tenant may use up to the lesser of (i) Ten Dollars ($10.00) per rentable square foot of the Premises (i.e., up to $110,590.00 based on 11,059 rentable square feet in the Premises) and (ii) an amount equal to fifteen percent (15%) of the total aggregate fair market value of the real and personal property included within the Premises (as determined by Landlord in its sole discretion), to help Tenant pay for the actual and documented costs incurred by Tenant (collectively, the “FF&E Costs”) for the purchase and installation of furniture, fixtures, equipment and cabling for use in the Premises and as a rent credit (not to exceed the Ten Dollars ($10.00) per rentable square foot of the Premises when aggregated with the FF&E Costs). Landlord shall disburse from the Tenant Improvement Allowance the portion thereof to help Tenant pay for the FF&E Costs actually incurred by Tenant within thirty (30) days after Landlord has received Tenant’s written request for disbursement together with copies of invoices from third parties evidencing the amount of such FF&E Costs to be paid by December 31Tenant, 2013but Landlord shall have no obligation to disburse any portion of the Tenant Improvement Allowance to pay for the FF&E Costs: (A) until after the Commencement Date has occurred and (B) with respect to any disbursement request made by Tenant more than one hundred eighty (180) days after the Commencement Date. Except with respect to the foregoing FF&E Costs, Tenant shall be solely responsible for the cost and installation of all data telecom wiring, and furniture, fixtures and equipment as may be required by Tenant and in no event shall the Tenant Improvement Allowance be applied to the cost of any such items. Notwithstanding any provision to the contrary contained herein, to the extent any portion of the Tenant Improvement Allowance is unused by Tenant as of the date which is one hundred eighty (180) days after the Lease Commencement Date, then the remaining balance thereof shall revert to Landlord Landlord, and Tenant shall have no further rights with respect theretoright to use such amount for any remaining improvements or alterations, nor as a Rent credit or cash allowance.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating Pursuant to the design terms of Exhibit F attached hereto and made a part hereof, Landlord shall provide a construction of Tenant’s improvements or which are otherwise “allowance to Tenant in an amount equal to, but not exceeding, the Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, for the “reimbursement of the cost of Tenant Work for the construction of Tenant Improvements”). In no event Tenant shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of have until the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum Deadline to request disbursement of the Tenant Improvement Allowance. All Tenant Improvements for which shall not request more than one (1) disbursement of the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined per calendar month. Notwithstanding anything in Section 3.3, below, require Tenant, prior this Lease to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that contrary Landlord shall not require Tenant have no obligation to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, disburse any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that if (a) an uncured Event of Default exists or (b) Tenant has failed to comply with all requirements of Exhibit F. Any equipment or machinery, the cost of which is not disbursed or allocated for reimbursed by disbursement by December 31, 2013of any Tenant Improvement Allowance, shall revert become the property of Landlord on the Expiration Date or the date of any earlier termination of the Term unless, whether or not such equipment or machinery is affixed to the Premises unless Landlord and delivers written notice to Tenant of its intent not to take ownership of all or any portion of such equipment or machinery, in which case Tenant shall have no further rights with respect theretocause the same to be removed from the Premises, at Tenant’s sole cost and expense.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, which amount shall include Space Planning Allowance and Construction Management Fee for the costs relating to the design design, permitting and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds to be constructed at the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office conditionPremises; provided, however, that Landlord shall not require Tenant have no obligation to remove upon termination disburse all or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated to Tenant unless Tenant makes a request for disbursement by pursuant to the terms and conditions set forth below. Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance if Tenant makes a request for a disbursement of the Tenant Improvement Allowance on or after December 31, 20132016. Without limiting the foregoing, the portion of the Tenant Improvement Allowance to be expended by Landlord for space planning, shall revert not exceed the Space Planning Allowance. Subject to Landlord the provisions of the Lease, the Tenant Improvement Allowance shall be used to pay for any actual, out-of-pocket costs and expenses incurred in connection with the design and engineering work performed by Tenant under Section 2.5.1(a) above and for the permitting and construction of the Tenant Improvements pursuant to the Plans and Specifications performed by Tenant pursuant to Section 2.5.1(b) above, provided that such costs and expenses are deemed Qualified Expenses. For the avoidance of doubt, no portion of the Tenant Improvement Allowance shall be used to pay for the costs and expenses of any work at the Premises not included in the Plans and Specifications, and Tenant shall have no further rights be responsible, at its sole cost and expense, for all costs and expenses incurred in connection with respect theretosuch work. Landlord shall reimburse Tenant for any actual, out-of-pocket costs and expenses which constitute Qualified Expenses paid by Tenant for the Tenant Improvements up to the amount of the Tenant Improvement Allowance. Landlord’s payment of such amount shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied in connection with the Tenant Improvements as set forth in Tenant’s payment request. Tenant shall pay the applicable excess out of its own funds if, when and to the extent that (a) the cost of the Tenant Improvements exceeds the Tenant Improvement Allowance, or (b) the cost of space planning exceeds the Space Planning Allowance. Tenant shall not be entitled to a credit for any unused portion of the Tenant Improvement Allowance. Landlord shall be entitled to receive the Construction Management Fee from the Tenant Improvement Allowance and the Supplement Tenant Improvement Allowance, if applicable, in connection with its management of the construction of the Tenant Improvements.

Tenant Improvement Allowance. Commencing as Landlord agrees that it will provide to Tenant an allowance of January 1, 2011, Tenant shall be entitled to use $4,300,000 (the “Tenant Improvement Allowance” or “TIA”, as defined in Section 2 of this Amendment, ) which shall be used to pay for the costs relating to the design and construction of TenantLandlord’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined belowWork, in a total amount which exceeds accordance with the sum of Final Plans and Specs. Tenant shall have the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice right to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion apply part of the Tenant Improvement Allowance that toward the costs of Tenant design, preparation, renovation and construction within the Premises including without limitation to Tenant’s Work and may also apply part of the TIA towards non-building related items such as, but not limited to, permitting, space plans, moving, architectural and engineering, attorneys’ fees and expenses, project management, wiring and cabling, special electrical power distribution, telephone and security systems and the purchase and installation of any furniture, fixtures and equipment to be used for or within the Premises. Prior to commencing the Tenant Improvements, Tenant must approve Landlord’s budget for the Landlord’s Work (the “Budget”) and any changes thereto must be approved by Tenant. After the Rent Commencement Date any unused portion of the TIA shall be credited against future Tenant Improvements required for the occupancy by Tenant of additional portions of the Premises as required by the Lease and may also be used by Tenant to cover up to three (3) months Base Rent which shall be amortized over the remaining initial Term of the Lease. When the TIA is not disbursed or allocated entirely expended for disbursement by December 31the purposes set forth in this Lease, 2013including Landlord’s Work, shall revert Tenant hereby agrees to pay to Landlord all costs and expenses in a timely manner in excess of the TIA for unfunded Tenant shall have no Improvements and Landlord’s Work. Tenant further rights agrees to pay all costs for Tenant Improvements for future portions of the Premises to be occupied by Tenant in accordance with respect theretoExhibit B once the TIA is fully expended.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Landlord and Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which hereby acknowledge the Tenant Improvement Allowance has been which Landlord made available to Tenant pursuant to Section VI of the Fifth Amendment (the “Fifth Floor TI Allowance”). Notwithstanding the early termination of the Lease Term as it relates to the Existing Fifth Floor space, as such early termination is more fully described in Section VI of this Sixth Amendment above, in the event that any of the Fifth Floor TI Allowance remains un-advanced by Landlord to Tenant upon the Existing Fifth Floor Space Lease Expiration Date as such is defined above (such un-used TI being referred to herein as the “Un-Used Fifth Floor TI”), Landlord hereby agrees to make such Un-Used Fifth Floor TI available to Tenant for Tenant’s use in defraying the total cost of any approved Tenant Alterations made by Tenant to Suite 500. The terms regarding the availability of any Un-Used Fifth Floor TI shall continue to specify, per the agreed terms of Section VI of the Fifth Amendment, that an $18,500.00 portion thereof shall only be made available by Landlord to Tenant if Tenant, in writing, conclusively waives its right, via formal written notice to Landlord, to terminate the Lease Term as it relates to the Suite 500 early, as outlined in Section IV above. Any improvements Tenant shall make to Suite 500 and any advancements by Landlord to Tenant of the Un-Used Fifth Floor TI funds shall be deemed Landlord’s property under pursuant to the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior Workletter attached to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time improvement allowance in the amount of the “Tenant Improvement Allowance”,” as that term is defined, as defined in Section 2 of this Amendmentbelow, for the costs relating to the initial design and construction of Tenant’s improvements or the improvements, which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the applicable Expansion Premises (collectively, the “Tenant Improvements”). For purposes of this Tenant Work Letter, the “Tenant Improvement Allowance” shall mean the product of (i) $80.00, (ii) the rentable square footage of the Expansion Premises (i.e., 80,046), and (iii) the Expansion Proration Fraction. In addition, Landlord shall provide a one-time allowance (the “Electrical Allowance”) in an amount equal to $15,000.00 for each full floor of the Expansion Premises for costs reasonably incurred by Tenant for electrical upgrades to the subject full floor of the Expansion Premises to the extent required to achieve the electrical capabilities contemplated by Section 6.1.2 of the Original Lease (“Electrical Upgrades”). The Electrical Allowance shall be available for the Electrical Upgrades only (and for no other purposes) and shall be disbursed by Landlord in the same manner as the Tenant Improvement Allowance, and shall otherwise be subject to the same terms and conditions as the Tenant Improvement Allowance. No portion of any Electrical Allowance attributable to a particular floor of the Expansion Premises shall be available for any purpose (including Electrical Upgrades) on any other floor. Tenant specifically acknowledges and agrees that all plans and specifications relating to the Electrical Upgrades shall be subject to Landlord’s approval, which shall not be unreasonably withheld. Landlord hereby acknowledges and agrees that Tenant shall have no obligation to perform Electrical Upgrades; provided, however, that ▇▇▇▇▇▇ acknowledges and agrees in connection therewith that the Electrical Allowance shall only be available to Tenant for such purposes. In addition, Landlord shall provide a one-time allowance (the “Restroom Allowance”) in an amount equal to $25,000.00 for each full floor of the Expansion Premises for costs reasonably incurred by Tenant for modifications to the base building restrooms servicing the subject floor of the Expansion Premises to the extent required to comply with Applicable Laws and/or for the construction of a gender neutral restroom on the subject full floor of the Expansion Premises (in either event, “Restroom Upgrades”). The Restroom Allowance shall be available for the Restroom Upgrades only (and for no other purposes) and shall be disbursed by Landlord in the same manner as the Tenant Improvement Allowance, and shall otherwise be subject to the same terms and conditions as the Tenant Improvement Allowance. No portion of any Restroom Allowance attributable to a particular floor of the Expansion Premises shall be available for any purpose (including Restroom Upgrades) on any other floor. Tenant specifically acknowledges and agrees that all plans and specifications relating to the Restroom Upgrades shall be subject to Landlord’s approval, which shall not be unreasonably withheld. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance, the Electrical Allowance and the Restroom Allowance. All Notwithstanding the foregoing or any contrary provision of the Lease, as amended hereby, all Tenant Improvements for which (including the Tenant Improvement Allowance has been made available Electrical Upgrades and the Restroom Upgrades) shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesamended hereby. Any unused portion of the Tenant Improvement Allowance and/or Electrical Allowance and/or Restroom Allowance remaining as of the date (the “Expansion Allowance Outside Date”) that is not disbursed or allocated for disbursement by December 31twelve (12) months after the Expansion Premises Commencement Date shall remain with Landlord and Tenant shall have no further right thereto. Landlord and Tenant hereby acknowledge and agree that, 2013notwithstanding anything in the Original Lease to the contrary, Tenant shall have the right to use the Electrical Allowance and Restroom Allowance applicable to the 9th floor portion of the Initial Premises (subject to the terms of the Tenant Work Letter attached to the Original Lease) at any time prior to the Expansion Premises Allowance Outside Date (failing which any unused amounts shall revert to Landlord and Tenant shall have no further rights with respect thereto).

Tenant Improvement Allowance. Commencing The Landlord shall provide to the Tenant an allowance equal to Fifteen Dollars ($15.00) per square foot of the Rentable Area of the Leased Premises (the “Leasehold Improvement Allowance”) for constructing the Tenant’s Work. The Tenant will be permitted to allocate the Leasehold Improvement Allowance to costs relating but not limited to: construction, moving costs, project management, legal fees, phone and data cabling. The Leasehold Improvement Allowance and any Additional Allowance shall be payable only after the occurrence or completion of all of the following: (a) the date the Tenant opens for business in the whole of the fourth (4th), fifth (5th) and sixth (6th) floors of the Building fully fixtured, stocked and staffed; (b) the execution of this Lease by both the Landlord and the Tenant; (c) commencement of the Term; (d) delivery to the Landlord of a clearance certificate issued under the Workplace Safety and Insurance Act in respect of each contractor and subcontractor who did work in connection with the Tenant’s Work in the Leased Premises; (e) delivery of evidence satisfactory to the Landlord and its Expert of compliance by the Tenant with the Tenant’s obligations under Schedule “F” and in accordance with the plans and specifications that have been approved by the Landlord; (f) completion of the Tenant’s Work; (g) delivery to the Landlord with one (1) set of drawings documenting “as built” conditions and representing existing conditions in the Leased Premises (h) the expiry of January 1the period pursuant to the Construction Lien Act, 2011(Ontario) within which workmen, material, contractors or suppliers in connection with the completion of the Tenant’s Work may file a construction lien claim for unpaid work or services performed or materials supplied with no liens having been registered; (i) delivery of a notarized statutory declaration from a senior officer of the Tenant, confirming that: (i) all Tenant’s Work has been completed, all in accordance with Schedule “F” and the plans and specifications approved by the Landlord, and all accounts in respect of the Tenant’s Work have been paid in full; (ii) all holdback periods referred to in the Construction Lien Act, (Ontario) have expired with no liens having been registered; and (iii) all issued building permits issued in connection with the Tenant’s Work have been “closed out”; (j) delivery to the Landlord of certificates evidencing the placement of insurance by the Tenant in accordance with this Lease; and (k) receipt by the Landlord of a written request from the Tenant for the Leasehold Improvement Allowance and the Additional Allowance, if any. It is agreed that any unused portion of the Leasehold Improvement Allowance or the Additional Allowance, if any, may be applied to rental payments as they become due. Further, the Tenant shall have the option of hiring its own general contractor to complete the Tenant’s Work, but shall agree to use the Landlord’s contractors for any items affecting the Structure of the Building or any base building systems. If at any time during the original Term of this Lease: (i) the Lease is terminated by reason of the default of the Tenant thereunder; or (ii) the Tenant has become bankrupt or insolvent or has taken the benefit of any statute for bankrupt or insolvent debtors, or has filed a proposal, or has made an assignment for the benefit of creditors or any arrangement or compromise, then in such event, and without prejudice to any of the Landlord’s other rights and remedies available to it under this Lease and at law, the unamortized portion of the Leasehold Improvement Allowance and the Additional Allowance, if any, calculated from the first anniversary of the Commencement Date on the basis of an assumed rate of depreciation on a straight line basis to zero over the original Term of this Lease, shall immediately become due and payable to the Landlord as Additional Rent. The Landlord shall be entitled to use offset any portion of or all of the “Leasehold Improvement Allowance or the Additional Allowance, if any, against amounts otherwise due and owing by the Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction Landlord. For clarification, any Leasehold Improvements constructed by the Tenant in the Leased Premises shall become the property of the Landlord upon affixation (notwithstanding the Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined obligation to maintain, repair, replace and insure such Leasehold Improvements in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection accordance with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of this Lease). For further clarification, if the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval Lease is terminated for any reason during the first year of the “Final Working Drawings”Term, as that term is defined in Section 3.3the full amount of the Leasehold Improvement Allowance and the Additional Allowance, belowif any, require Tenant, prior shall immediately become due and payable by the Tenant to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoLandlord.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “"Tenant Improvement Allowance”", as defined in Section 2 5 of the Summary to this AmendmentLease, for the costs relating to the initial design and construction of Tenant’s improvements 's improvements, which are permanently affixed to the Premises or which are otherwise “"Tenant Improvement Allowance itemsItems,” " as that term is defined in Section 2.2.1, below (collectively, the “"Tenant Improvements”"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s 's construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s 's approval of the “"Final Working Drawings”", as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly following any earlier termination of this Lease, at Tenant’s 's expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is for which disbursement has not disbursed or allocated for disbursement been requested by December 31, 2013the end of the first eighteen (18) months following the Lease Commencement Date, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing Effective as of January 1the expiration of the Wachovia SNDA Termination Period (provided Tenant has not delivered the Wachovia SNDA Termination Notice to Landlord) and the expiration of the Mortgagee Approval Period, 2011if and so long as there is no Event of Default under the Lease and subject to the provisions of this Section 4, Tenant Landlord acknowledges and agrees that Landlord shall be entitled to use contribute the sum of $265,764.00 (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating ) to the design hard and construction of soft costs, including, without limitation, architectural, design, consulting, permit and engineering fees, related to the Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below to the Premises (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated Tenant may apply up to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum thirty five percent (35%) of the Tenant Improvement Allowance. All Tenant Improvements Allowance to pay for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expenseaudio visual equipment for board rooms, demo/training rooms, computer rooms and other furniture, fixtures and equipment. In addition, Tenant shall have the right to remove use up to 25% of any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31as a rent credit to be applied against future Rent payments (the “Credit Amount”), 2013, shall revert to but Landlord and Tenant shall have no further rights obligation with respect theretoto any remaining unused portion of the Tenant Improvement Allowance if any portion of the Tenant Improvement Allowance above the Credit Amount remains unspent by Tenant as of October 31, 2011. From time-to-time, but not more than once a month, Tenant may give Landlord a Requisition (as defined below) for so much of the Work Cost (as defined below) as arose since the end of the period to which the most recent prior Requisition related, or, with respect to the first Requisition, for the Work Cost previously incurred. Provided that no Event of Default has occurred and is continuing, within thirty (30) days after Landlord receives a complete Requisition, Landlord shall pay Tenant ninety percent (90%) of the Work Cost reflected in such Requisition and shall withhold the remaining ten percent (10%) of Work Cost (the “Retainage”); and provided that no Event of Default has occurred and is continuing under the Lease, within thirty (30) days after Tenant furnishes Landlord with (x) a final, stamped set of “as built” plans for the Premises from Tenant’s architect which demonstrates that the Tenant Improvements have been completed substantially in accordance with plans and specifications approved by Landlord and (y) its final Requisition which demonstrates that the Tenant Improvements have been substantially completed and paid for in full by Tenant, Landlord shall pay Tenant the Retainage. In the event Landlord fails to pay any portion of the Tenant Improvements for which a Requisition is properly submitted hereunder within thirty (30) days, and such failure continues for more than five (5) days after a notice of intent to deduct from Tenant, then Tenant shall be entitled to offset the Requisition amount against twenty (20%) of the monthly Basic Rent and Additional Rent due under the Lease until such Requisition amount due to Tenant under this Section 4 has been reimbursed in full.

Tenant Improvement Allowance. Commencing as of January 1, 2011the date of this Lease, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 5 of the Summary to this AmendmentLease, for the costs relating to the design and construction of Tenant’s improvements improvements, which are permanently affixed to the Premises, are demountable walls or which are otherwise “Tenant Improvement Allowance itemsItems,” as that term is defined in Section 2.2.12.3.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance, subject to Section 2.2 below. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, . Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this LeaseTerm, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that . Landlord shall not require Tenant to remove upon termination or expiration any of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any the Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesthe extent shown on the Space Plan attached hereto as Schedule 1. Any portion of the Tenant Improvement Allowance and “Additional Improvement Allowance”, as that term is defined in Section 2.2, below, that is not disbursed or allocated for disbursement by December 31, 2013the date that is two (2) years after the full execution and delivery of this Lease, shall revert to Landlord and Tenant shall have no further rights with respect thereto. Landlord acknowledges that Tenant plans to perform multiple Tenant Improvement projects during such two (2) year period and that the terms of this Tenant Work Letter shall apply to each such project.

Tenant Improvement Allowance. Commencing Subject to any restrictions, conditions or limitations expressly set forth in this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of January 1Landlord and Tenant, 2011the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $2,364,672.00 (the “Tenant Improvement Allowance”), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “entire Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, toward the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or any Tenant Improvement Allowance Items, as defined below, charges set forth in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to in this Tenant Work Letter (including, without limitation, Larc improvementsLetter) which constitute standard, non-extraordinary improvements prior to being required to expend any of Tenant’s own funds for ordinary office, laboratory and/or Larc uses in biotech facilitiesthe Tenant Improvements. Any portion The funding of the Tenant Improvement Allowance that is not disbursed shall be made on a monthly basis or allocated for disbursement at other convenient intervals mutually approved by December 31, 2013, shall revert to Landlord and Tenant and in all other respects shall have be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no further rights circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials, if any, but with respect thereto.to removal and remediation of any such Hazardous Materials, only to the extent such removal or remediation is required by Applicable Laws enforced as of the date of this Lease for improvements in the Premises generally (as opposed to the specific Tenant Improvements) and to the extent the same required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary occupancy density; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the contract amount stated in the contract with the General Contractor, as approved by Tenant (not to be unreasonably withheld), except for increases set forth in change orders approved by Tenant; (d) wages, labor and overhead for overtime and premium time unless approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed); (e) attorneys’ fees incurred in connection with negotiation of EXHIBIT B [Britannia Life Science Center] construction contracts, and attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (f) interest and other costs of financing construction costs; (g) costs incurred as a consequence construction defects or default by a contractor; (h) costs as a consequence of casualties; (i) penalties and late charges attributable to Landlord’s failure to pay construction costs, and (j) costs due to compliance with any soil management plan for the Project or its appendices

Tenant Improvement Allowance. Commencing Landlord shall reimburse Tenant for the Costs of Tenant Improvements (as hereinafter defined) in an amount not to exceed $174,150 (the “Improvement Allowance”). Landlord shall also provide Tenant up to an additional $164,475 (the “Reimbursable Allowance”) to be applied to the Costs of January 1, 2011, Tenant Improvements. The Improvement Allowance and Reimbursable Allowance shall be collectively referred to herein as the “Allowance”. Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, solely responsible for the costs relating amount by which the Costs of Tenant Improvements exceeds the Allowance. Tenant acknowledges that any request for payment of the Allowance must be delivered to Landlord in the form of AIA Document G702 (Application for Payment) together with evidence of paid invoices and fully executed, notarized lien waivers (without contingency) covering the work for which reimbursement is then being requested; provided that no disbursement of the Allowance shall occur until such time that Landlord has received (a) final, Landlord-approved Construction Drawings signed by Tenant’s architect, (b) a copy of the building permit and (c) a copy of the fully-executed construction contract for the Tenant Improvements. Subject to the design foregoing, Landlord shall make disbursements of the Allowance not more often than once every thirty (30) calendar days within ten (10) business days after the Landlord’s receipt of a requisition therefor, together with all required documentation and construction of after Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction completion of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowancecovered by such requisition. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at After Tenant’s expense, to remove any completion of Tenant Improvements and delivery to repair any damage Landlord of (a) evidence that the Tenant Improvements have been fully paid for, (b) fully executed and notarized final lien waivers for all Tenant Improvements work, (c) as-built plans for all Tenant Improvements signed by Tenant’s architect and (d) an HVAC balancing report reasonably acceptable to Landlord, Landlord shall, after written request from Tenant, disburse to Tenant the final installment of the Allowance to the Premises and Building caused by such removal and return extent Tenant has satisfied the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements requirements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretodisbursement.

Tenant Improvement Allowance. Commencing In addition to the turn-key preparation of the Landlord Work, an amount not to exceed $410,670.00 may be applied by Tenant for various expenses as provided in Section 1.07 of January 1the Lease. As applicable, 2011Tenant acknowledges that any request for payment of the Improvement Allowance must be delivered to Landlord together with executed lien waivers, contractor’s statements and/or invoices and owner’s statements covering the work for which reimbursement is then being requested and any other documents reasonably requested by Landlord as evidence that the work and/or equipment has been completed and paid for, and Landlord shall thereafter disburse such portion of the remaining Improvement Allowance within thirty (30) days after the Landlord’s receipt of all required documentation. Notwithstanding any provision to the contrary set forth in this Lease, Tenant shall not be entitled to use any remaining portion of the “Tenant un-disbursed Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating Allowance to the design and construction of Tenant’s improvements or which are otherwise “extent Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, does not request the “Tenant Improvements”). In no event shall Landlord be obligated same prior to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction the expiration of the Tenant Improvements or any Tenant Improvement Allowance Itemseighteenth (18th) Lease Month. Those certain plans dated June 5, as defined below2009, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All revised June 12, 2009, prepared by ▇▇▇▇▇ ▇▇▇▇▇▇ Associates, Inc., entitled Tenant Improvements for which BitStream Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Marlborough, Massachusetts. Date Tenant Address Re: Commencement Letter with respect to that certain Lease dated as of the Tenant Improvement Allowance has been made available shall be deemed 22nd day of June, 2009, by and between Normandy ▇▇▇▇▇▇▇▇▇ Road, LLC, as Landlord’s property under , and Bitstream Inc., as Tenant, for 27,378 rentable square feet on the second floor of the Building located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Marlborough, Massachusetts 01752. Dear : In accordance with the terms and conditions of the above referenced Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval accepts possession of the “Final Working Drawings”, as that term Premises and agrees: 1. The Commencement Date is defined in Section 3.3, below, require Tenant, prior to the end ; 2. The Termination Date of the Lease Term or promptly following any earlier termination is . Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all 3 counterparts of this LeaseCommencement Letter in the space provided and returning 2 fully executed counterparts to my attention. Sincerely, at Authorized Signatory Agreed and Accepted: Tenant’s expense: BITSTREAM, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesINC. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.By: Name: Title: Date:

Tenant Improvement Allowance. Commencing Landlord will contribute to the costs of designing the Tenant Improvements and performing the Tenant Improvement Work, as depicted on the Approved TI Construction Drawings and any approved Plan Modifications, to the extent of January 1, 2011, the lesser of (a) Thirteen Million Nine Hundred Fifty Three Thousand Six Hundred Sixty and 00/100 Dollars ($13,953,660.00) (calculated at the rate of $70.00 per square foot of rentable area in the Premises) or (b) the actual cost of Permitted Allowance Items (as hereinafter defined) for the Tenant shall be entitled to use Improvement Work (the “Tenant Improvement Allowance”, as defined ). Tenant shall pay all costs in Section 2 excess of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, for the “design of the Tenant Improvements”)Improvements and performance of the Tenant Improvement Work. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise Agreement in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total an amount which exceeds the sum of the Tenant Improvement Allowance. All costs associated with the construction of the Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, shared with Landlord may, by written notice to on an “open-book” basis promptly upon request. Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises shall not be entitled to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, credit for any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance that is not disbursed in the form of a rent credit, rent abatement or allocated for disbursement by December 31otherwise. Notwithstanding Tenant’s election to initially occupy only one (1) floor of the Premises, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoconstruct Tenant Improvements to the entirety of the Premises and the Tenant Improvement Allowance shall be equitably allocated to Tenant Improvements on each of the floors of the Premises.

Tenant Improvement Allowance. Commencing Provided that Tenant has delivered the Letter of Credit to Landlord and Tenant is not then in default under this Work Agreement or the Lease beyond the expiration of any applicable notice and grace periods, from and after the Tender Date, except as of January 1otherwise set forth in Paragraph C.3, 2011below, Landlord agrees to provide to Tenant shall be entitled to use the “Tenant Improvement Allowance”, to be applied solely to the Construction Costs. Provided that Tenant has fully performed all of its obligations under the Lease and this Work Agreement, Construction Costs shall be disbursed by Landlord from the Available Allowance, as defined in Section 2 and when such costs are actually incurred by Tenant. Tenant shall submit to Landlord, from time to time, but not more often then once per calendar month, requests for direct payments to third parties, of this Amendmentor for reimbursement to Tenant for Construction Costs incurred by Tenant out of the Available Allowance, which requests shall be accompanied by (a) paid receipts or invoices substantiating the costs for which payment is requested; (b) a signed statement from Tenant certifying that the costs were actually incurred for the stated amount; (c) partial lien waivers from the party supplying the services or materials for which payment is sought; and (d) such other information as Landlord reasonably requires. Provided Tenant delivers to Landlord an approved draw request, prepared as set forth above, Landlord shall pay the costs relating covered by such payment request within thirty (30) days following receipt thereof (but Landlord shall not be obligated to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined make more than one (1) such payment in Section 2.2.1, below (collectively, the “Tenant Improvements”any calendar month). In Notwithstanding the foregoing, in no event shall Landlord be obligated to make disbursements pursuant pay, in the aggregate, an amount in excess of ninety percent (90%) of the Tenant Improvement Allowance until satisfaction of the following conditions: (A) Tenant’s occupancy of the Premises for general business use; (B) Tenant’s execution and delivery to this Tenant Work Letter Landlord of the Lease Memorandum attached to the Lease as Exhibit D; (C) receipt by Landlord of appropriate paid receipts or otherwise invoices and a final lien waiver from the Contractor and each subcontractor and supplier covering all work performed by the subcontractors and all materials used in connection with Tenant’s the construction of the Tenant Improvements; and (D) Tenant’s delivery to Landlord of (1) all receipts, invoices or other documentation reasonably necessary to substantiate ail costs payable by Landlord hereunder; (2) an electronic copy (CD-ROM) of CAD background files of the Tenant’s Plans; (3) an electronic version of the “As-Built” drawings of the Tenant Improvements or any prepared by the Tenant’s Architect; and (4) hard copy scaled drawings of the “As-Built” drawings of the Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds Improvements prepared by the sum Tenant’s Architect. If Tenant does not expend all of the Tenant Improvement Allowance. All Tenant Improvements Allowance for which Construction Costs as permitted hereunder on or before the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms last day of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of thirty-ninth (39lh) full calendar month following the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this LeaseCommencement Date, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance not so used shall be retained by Landlord. Notwithstanding the foregoing, upon thirty (30) days prior written notice to Landlord, up to Six Hundred Thirty-One Thousand Nine Hundred Twenty and 00/100 Dollars ($631,920.00) of the Tenant Improvement Allowance may be used by Tenant (1) as a credit towards the next monthly installment(s) of Base Rent becoming due and payable by Tenant under the Lease, or (2) towards the reimbursement of FF&E Costs (hereinafter defined), provided that is not disbursed or allocated for disbursement by December 31, 2013, shall revert Tenant delivers written notice to Landlord and of its election to apply such portion of the Tenant Improvement Allowance as a rent credit or towards FF&E Costs on or before the last day of the thirty-ninth (39lh) full calendar months following the Commencement Date. In the event Tenant fails to deliver such written notice to Landlord on or before the last day of the thirty-nine (39th) full calendar months following the Commencement Date, Tenant shall have no further waive any and all of its rights with respect theretoto receive such rent credit or reimbursement of FF&E Costs. As used herein, the term “FF&E Costs” shall mean the acquisition and/or installation within the Premises of Tenant’s telecommunications equipment (including wiring and cabling), and furniture, fixtures, equipment, project management services, interior and/or exterior building signage, and stationery to be used or installed in the Premises.

Tenant Improvement Allowance. Commencing as Provided that Tenant is not in default under the Lease beyond any applicable notice and cure period, Landlord shall provide a tenant improvement allowance of January 1, 2011, Tenant shall be entitled to use $35.00 per rentable square feet in the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, Expansion Premises ($635,215.00) for the hard and soft costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise incurred in connection with Tenant’s construction of 's Work in the Expansion Premises, plus $5.00 per rentable square feet in the Current Premises($ 183,925.00) for the hard and soft costs incurred in connection with Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, 's Work in a total amount which exceeds the sum of Current Premises (the Tenant Improvement "TI Allowance"). All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that The term "Tenant's Work" is defined in Section 3.3Exhibit B (Work Letter). The TI Allowance is applicable to sales tax, belowdesign costs, require permitting costs, and a construction supervision fee payable to Landlord's agent (in the amount of $150/hour, not to exceed 15 hours/week) but is not applicable to cabling, telecommunications, fixturing, equipment or moving costs. Upon completion of Tenant's Work and issuance of the permanent certificate of occupancy for the Expansion Premises (the "CofO"), prior Tenant shall provide to Landlord documentation satisfactory to Landlord of the costs of Tenant's Work along with copies of lien releases from Tenant's contractor and all subcontractors or material men providing work or materials and detailed breakdowns of the cost incurred by Tenant 5 /s/ CL for Landlord's cost segregation and depreciation purposes. Landlord shall reimburse Tenant for the cost of Tenant's Work up to the end TI Allowance and Additional Allowance within 30 days after receipt of the Lease Term or promptly following any earlier termination foregoing and issuance of this Leasethe CofO. The TI Allowance and Additional Allowance shall each be available for draw until March 1, at Tenant’s expense, to remove any Tenant Improvements 2021 only and to repair any damage to the Premises and Building caused by such removal and return the affected no disbursements will be available thereafter. Any unused portion of the Premises to a Building standard general office condition; provided, however, that TI Allowance and/or Additional Allowance shall be retained by the Landlord and shall not require be either refunded to Tenant to remove upon termination or expiration available as a credit against any obligations of this Tenant under the Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing Landlord shall provide a Tenant Improvement Allowance of $250,000 to be used to fund costs associated with Tenant’s build out of the Premises, including without limitation plumbing, electrical, and HVAC, but excluding any soft costs other than architectural fees and general contractor fees. Up to $75,000 of the $250,000 can be spent on personal property items for use in the Premises, such as a modular clear room, and that may be removed from the Premises on termination of January 1the Lease, 2011subject to compliance with Section 6.12. Prior to commencement of construction of Tenant Improvements, Tenant shall be entitled provide Landlord with plans and specifications for all such Improvements, together with a construction contract (with a general contractor reasonably acceptable to use Landlord), a construction line item monthly budget and any necessary permits from the Town of Natick (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant ImprovementsConstruction Documents”). In no event No work on Improvements shall commence until Landlord has approved all the Construction Documents, such approval not to be obligated to make disbursements pursuant to this Tenant Work Letter unreasonably withheld, conditioned or otherwise in connection with Tenant’s delayed. After commencement of construction of the Tenant Improvements or Improvements, Tenant shall submit to Landlord monthly a requisition for reimbursement of costs incurred for work put in place (less any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum retainage of not more than 5% of the requisition) during the preceding month with detailed information as to vendor, amount and work performed. Tenant Improvement Allowanceshall also provide lien waivers from all contractors, sub-contractors and vendors. All Tenant Improvements for which the Tenant Improvement Allowance Landlord may require an inspection report by its designated agent to certify that work has been made available shall be deemed Landlord’s property under performed in compliance with the terms of the Lease; provided, however, Construction Documents. Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, may also require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, a title update (at Tenant’s expense, ) to remove confirm the absence of any Tenant Improvements and liens relating to repair any damage to the Premises and Building caused work performed by such removal and return the affected portion or on behalf of the Premises to a Building standard general office condition; provided, however, that Tenant. Landlord shall not pay each monthly requisition (less any retainage) within ten (10) business days of receipt and acceptance of all the foregoing in form and substance reasonably satisfactory to Landlord. If any item exceeds the budgeted amount for that item for that month, then Landlord may require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of pay the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert excess amount prior to Landlord and Tenant shall have no further rights with respect theretomaking any payment on the requisition.

Tenant Improvement Allowance. Commencing as Provided (a) Tenant is not in default under this Lease, (b) the Premises are lien-free and eighty-five (85) days have expired from the recordation of January 1the Notice of Completion described in Paragraph F below, 2011and (c) Landlord has approved, in advance, the scope of work and terms of any negotiated contract for Tenant's Work or Tenant shall be entitled has accepted the [***] bid (or any bid within [***]) from a minimum of [***] bids received from contractors approved in advance by Landlord, the scope of work for which has been approved by Landlord for a contract for construction of Tenant's Work, then within thirty (30) business days after requirements A through J below are satisfied, Landlord will reimburse to use Tenant the “lesser of (a) the [***] paid by Tenant for Tenant's Work (specifically excluding floor coverings, signs, fixtures, equipment, permit fees, engineering and consulting fees and plan review fees), and (b) [***] ("Tenant Improvement Allowance”, as defined in Section 2 ") which sum is calculated based on [***] per square foot of this Amendment, for Floor Area within the costs relating to premises (it being understood that if the design and construction of Tenant’s improvements Floor Area is increased or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which decreased the Tenant Improvement Allowance has been made available shall will be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior adjusted accordingly). Notwithstanding anything herein to the end of the Lease Term or promptly following any earlier termination of this Leasecontrary, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord in no event shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed be used to pay for furniture, fixtures or allocated equipment in the Premises: A. A building permit for disbursement the construction of Tenant's Work has been issued by December 31, 2013, shall revert the City of Newport Beach and a copy of the building permit has been delivered to Landlord; B. Tenant has delivered to Landlord lien waivers and releases, in statutory form, for all contractors, subcontractors and materialmen who performed work or supplied materials in connection with the completion of Tenant's Work; C. All required inspections of Tenant's Work by governmental agencies have taken place and the completed Tenant's Work has passed such inspections; D. Tenant shall have no further rights has submitted to Landlord a copy of all building permits with respect theretoall sign-offs executed; E. Tenant has submitted to Landlord a conformed copy of Tenant's recorded Notice of Completion, prepared and recorded in accordance with statutory requirements; F. Tenant has submitted to Landlord a conformed copy of Tenant's recorded Notice of Completion, prepared and recorded in accordance with statutory requirements; G. Tenant has delivered to Landlord a Certificate of Occupancy for the Premises; H. Tenant has submitted to Landlord invoices and proofs of payment for Tenant's Work (specifically excluding signs, movable fixtures, permit fees, engineering and consulting fees, and plan review fees) which evidence expenditure by Tenant of at least [***]; *** Confidential treatment requested. 42 I. Tenant has submitted to Landlord As-built Drawings for all of Tenant's Work; and

Tenant Improvement Allowance. Commencing as of January 1, 2011, Landlord agrees to reimburse Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating and expenses paid or incurred by Tenant in making certain improvements to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined Premises in Section 2.2.1, below an amount up to but not exceeding Eighty-Eight Thousand Nine Hundred Thirty Dollars (collectively, $88,930.00) (the “Tenant Improvements”"Allowance"). In no the event Tenant's actual improvement costs shall be less than the Allowance, then Landlord shall apply the difference between Tenant's actual improvement costs and expenses and the Allowance as a partial credit against the amount of Base Rent then due and payable under Section 5.1. All improvements shall be obligated made in accordance with SECTION 9 of the Lease. Tenant shall have the right to engage its internal personnel to make disbursements pursuant the improvements to this the Premises which are non-structural in nature and do not affect any of the mechanical, electrical, or plumbing systems serving the Premises. The Allowance will be disbursed in accordance with the following provisions: (a) Fifty percent (50%) of the Allowance shall be paid by Landlord to Tenant Work Letter upon completion of fifty percent (50%) of Tenant's Work, to reimburse Tenant for amounts actually paid by Tenant in connection therewith to Tenant's vendors, suppliers or otherwise contractors, provided that Landlord shall have received (i) a certificate signed by Tenant and Tenant's architect setting forth (a) that the sum then requested was paid by Tenant to contractors, subcontractors, materialmen, engineers and other persons who have rendered services or furnished materials in connection with Tenant’s construction work on the Tenant Work, (b) a complete description of such services and materials and the amounts paid or to be paid to each of such persons in respect thereof, and (c) that the work described in the certificate has been completed substantially in accordance with the Approved Plans and Specifications and (ii) paid receipts or such other proof of payment as Landlord shall reasonably require for all such work completed. Landlord shall reimburse Tenant within thirty (30) days after Landlord's receipt of a written request for reimbursement from Tenant and shall debit the Allowance therefor. (b) The portion of Allowance not advanced pursuant to subsection (a) above shall be paid by Landlord to Tenant upon completion of the Tenant's Work, to reimburse Tenant Improvements for amounts actually paid by Tenant in connection therewith to Tenant's vendors, suppliers or contractors, provided that Landlord shall have received (i) a certificate in accordance with the requirements of subsection (a) above, accompanied by lien waivers satisfactory to Landlord executed by any contractors or subcontractors for whose labor or material Tenant Improvement Allowance Itemshas previously been reimbursed pursuant to subsection (a) above, (ii) paid receipts or such other proof of payment as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance Landlord shall reasonably require evidencing that final payment has been made available shall be deemed Landlord’s property under for all materials and labor furnished in connection with the terms Tenant Work, and (iii) a copy of the Lease; provided, however, Landlord may, by written notice to a final unconditional certificate of occupancy evidencing that Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion may commence occupancy of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of for all purposes set forth in this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1Provided Tenant is not in default under this Lease beyond any applicable cure period, 2011, Landlord hereby grants to Tenant shall be entitled to use the “Tenant Improvement Allowance, for use to reimburse Tenant for actual out-of-pocket costs incurred and paid for by Tenant during the period commencing on the Lease Commencement Date and expiring on November 30, 2015 (the “TI Allowance Period”, as defined ) in Section 2 connection with the improvement and/or refurbishment of the Premises pursuant to and in accordance with the terms of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below Article 8 (collectively, the “Tenant Improvements”); provided that Tenant may only apply up to an aggregate amount of the Tenant Improvement Allowance equal to $3.00 per rentable square foot of the Premises toward the cost of professional fees (such as engineers, architects, space planners and interior designers), subject to and conditioned upon Landlord’s receipt of all information (including mechanics lien releases, if applicable) reasonably requested by Landlord. In no event shall Landlord be obligated to make disbursements pursuant to this Any costs incurred by Tenant Work Letter or otherwise in excess of the Tenant Improvement Allowance in connection with Tenant’s construction the performance of the Tenant Improvements or any shall be the sole responsibility of Tenant. Following Tenant’s substantial completion of the Tenant Improvement Improvements, Landlord shall reimburse Tenant for the reasonable, actual, third-party, out-of-pocket costs (which costs may include, without limitation, labor and materials costs, professional fees (such as engineers, architects, space planners and interior designers and permitting fees)) incurred by Tenant during the TI Allowance Items, as defined below, Period in a total performing the Tenant Improvements (up to the amount which exceeds the sum of the Tenant Improvement Allowance. All , but after first subtracting a construction oversight fee equal to five percent (5%) of the total cost of the Tenant Improvements) within thirty (30) days following Landlord’s receipt from Tenant of evidence reasonably satisfactory to Landlord that Tenant has paid for and completed the Tenant Improvements for which in full and in accordance with the terms hereof and that there will be no liens recorded against the Building arising out of or relating to the Tenant Improvement Allowance has been made available Improvements, which evidence shall be deemed Landlordinclude: (a) properly executed, unconditional final mechanic’s property under lien releases from Tenant’s architect/space planner, engineers, consultants, contractors, vendors, subcontractors, laborers, and material suppliers retained and/or used by Tenant (“Tenant’s Agents”), showing the terms amounts paid, in compliance with California Civil Code Sections 8132, 8134, 8136 and 8138; (b) Tenant’s contractor’s last application and certificate for payment (AIA form G702 1992 or equivalent) signed by Tenant’s architect/space planner; (c) a breakdown sheet (AJA form 0703 1992 or equivalent); (d) original stamped building permit plans; (e) copy of the Leasebuilding permit; provided, however, Landlord may, by written notice to Tenant given concurrently (f) original stamped building permit inspection card with Landlord’s approval all final sign-offs; (g) full size bond copies and a CD R disk containing electronic files of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end built” drawings of the Lease Term or promptly following any earlier termination of this LeaseTenant Improvements in both “dwg” and “pdf’ formats, at from Tenant’s expensearchitect/space planner for architectural drawings, to remove any and from Tenant’s contractor for all other trades; (h) air balance reports; (i) excess energy use calculations; (i) one year warranty letters from Tenant’s Agents; (k) manufacturer’s warranties and operating instructions; (l) final punchlist completed and signed off by Tenant and Tenant’s architect/space planner; (m) letters of compliance from Tenant’s engineers stating that the engineers have inspected the Tenant Improvements and to repair that they comply with the engineers’ drawings and specifications; (n) a copy of the recorded Notice of Completion; and (o) a final list of all contractors/vendors/consultants retained by Tenant in connection with the Tenant Improvements and any damage to other improvements in the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Section 8.6, which final list shall set forth the full legal name, address, contact name (with telephone/fax/e mail addresses) and the total price paid by Tenant Work Letter (includingfor goods and services to each of such contractors/vendors/consultants; provided that Landlord has determined that no substandard work exists which adversely affects the mechanical, without limitationelectrical, Larc improvements) which constitute standardplumbing, nonheating, ventilating and air conditioning, life-extraordinary improvements for ordinary officesafety or other systems of the Building, laboratory and/or Larc uses the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such other tenant’s leased premises in biotech facilitiesthe Building. Any Landlord shall have no obligation to disburse any portion of the Tenant Improvement Allowance with respect to any Tenant Improvements that is not disbursed or allocated for disbursement by December 31are performed after the expiration of the TI Allowance Period, 2013, and any such unused amounts of the Tenant Improvement Allowance as of the end of the TI Allowance Period shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as As of January 1the Effective Date, 2011and for a period of twelve (12) months following the first day of the first month thereafter, Tenant shall be entitled to use a tenant changes allowance (the “Tenant Improvement Changes Allowance”, as defined in Section 2 ) of this Amendment, up to TEN DOLLARS ($10.00) per useable square foot of the Premises for the costs relating to the design and construction a total maximum Tenant Changes Allowance of Five Hundred Seventy Five Thousand Four Hundred Dollars ($575,400.00) for Tenant’s improvements or which are otherwise “use in making Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”Changes, as that term is defined in Section 3.312 of the Lease, below, require Tenant, prior to the end Premises. Alternatively, Landlord will allow Tenant to apply up to Eight Dollars ($8.00) per useable square foot of the Premises ($460,320.00) to offset (“Rent Offset”) Monthly Basic Rent during the twelve month period commencing on the first day of the first month following the Effective Date. No later than sixty (60) days after the Effective Date, Tenant shall give Landlord written notice of its election to use either the Tenant Changes Allowance to effect Tenant Changes to the Premises or the Rent Offset to offset Monthly Basic Rent or a combination of both on a per square foot basis. For example, Tenant may elect to use $250,000 of Tenant Changes Allowance and $325,400 of Rent Offset. In the event and to the extent that Tenant elects to utilize the Tenant Changes Allowance, the provisions of Section 12 of the Lease Term or promptly following any earlier termination shall apply to all such Tenant Changes completed within the aforementioned twelve (12) month period and the provisions of this LeaseExhibit “C”, at Tenant’s expenseWork Letter Agreement, to remove any Tenant Improvements and to repair any damage shall apply to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion disbursement of the Tenant Improvement Changes Allowance just if such Tenant Change Allowance were in fact the Tenant Improvements Allowance under Exhibit “C”. In the event and to the extent that is not disbursed Tenant fails to utilize the Tenant Changes Allowance or allocated for disbursement by December 31notify Landlord of its intent to apply the Rent Offset as provided in this Second Amendment, 2013then and in such event, shall revert the Tenant will be deemed to Landlord have elected the Rent Offset and Tenant shall have no further rights with respect theretowill be entitled to the Rent Offset described in this paragraph.

Tenant Improvement Allowance. Commencing If Tenant is Kinduct Technologies Inc., and is itself in occupation of the whole of the Premises in accordance with this Lease and if Tenant is not in default and has not been in default during the Term, then Landlord shall pay to Tenant a onetime contribution towards the final cost of Tenant’s initial leasehold improvements actually installed in the Premises, based on receipted invoices presented to the Landlord, but in any event, to a maximum amount of 510.00 per square that of the Rentable Area of the Premises as of January 1they are constituted at the Commencement Date, 2011, Tenant shall be entitled to use plus HST (the “Tenant Improvement Allowance”). The Allowance will be payable to the Tenant within 60 days after the following conditions have been met: (a) Tenant has obtained ▇▇▇▇▇▇▇▇’s approval of ▇▇▇▇▇▇’s architectural, as defined structural, mechanical and electrical plans and specifications and has completed the tenant’s work to the satisfaction of Landlord in Section 2 accordance with those approved plans and specifications: (b) the appropriate provincial lien period for construction, mechanics’ or builders’ liens has elapsed since completion of this Amendment, for the costs Tenant’s work in accordance with (a) above and Tenant has satisfied Landlord that no such lien has or may be claimed with respect thereto: (c) ▇▇▇▇▇▇ has produced evidence satisfactory to Landlord that all accounts relating to the design Tenant’s work have been paid and construction that the amount expended by the tenant with respect to such leasehold improvements is at least equal to the amount of the Allowance being requested: (d) ▇▇▇▇▇▇ has delivered to Landlord, if requested by ▇▇▇▇▇▇▇▇, a clearance certificate issued under any workers’ compensation or similar workplace safety legislation in force in the province in respect of each contractor and sub-contractor which did work in connection with the Tenant’s work in the Premises; (e) Landlord has received complete “as built” drawings certified by ▇▇▇▇▇▇’s architect with respect to all work done by ▇▇▇▇▇▇ in the Premises: and (f) the Lease has been executed, the Term has commenced and Tenant has taken occupancy of the Premises in accordance with this lease. Tenant will provide Notice to Landlord confirming that all of these conditions have been met and advising Landlord of Tenant’s improvements HST registration number. Landlord has the right to apply all or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction any part of the Allowance against any amounts owed to Landlord by Tenant. If no amounts are due by Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant is not in default of any provision of the Lease and all conditions contained herein are met, Landlord shall have no further rights with respect theretoallow the tenant, at its option, to apply any unused portion of the Allowance for a reduction in Rent first coming due. ▇▇▇▇▇▇ agrees that, if this Lease is terminated as a result of any default of Tenant, Tenant will repay to Landlord, as Additional Rent, an amount equal to the full amount of the Allowance which Landlord has advanced, multiplied by a fraction, the numerator of which is the number of months left in the Term and the denominator of which is the number of months in the Term.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”, as defined ) in Section 2 of this Amendment, the amount not to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) for the costs relating to the remodel, design and construction of Tenant’s interior improvements and architectural/engineering services to the New Premises deemed necessary or which are otherwise “useful by Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). As part of the Tenant Improvements and without limiting its other design and construction activities with the Tenant Improvement Allowance, Tenant shall, with funds from the Tenant Improvement Allowance, construct the demising wall(s) shown on Exhibit A in accordance with building standards (the “Demising Wall”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of Tenant Improvement Allowance. In the event that the Tenant Improvement AllowanceAllowance is not fully utilized by Tenant by the one year anniversary of the date of this First Amendment, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any cabling vendor must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the New Premises and Building caused by such removal and return the affected portion of the New Premises to a Building standard general office condition; provided, however, that Landlord shall not require condition consistent with their condition existing prior to the installment of such Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoImprovements.

Tenant Improvement Allowance. Commencing Subject to any restrictions, conditions or limitations expressly set forth in this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of January 1Landlord and Tenant, 2011the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $145 per RSF of the Premises (i.e. $5,525,805.00 (the “Tenant Improvement Allowance”), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “entire Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, toward the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or any Tenant Improvement Allowance Items, as defined below, charges set forth in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to in this Tenant Work Letter (including, without limitation, Larc improvementsLetter) which constitute standard, non-extraordinary improvements prior to being required to expend any of Tenant’s own funds for ordinary office, laboratory and/or Larc uses in biotech facilitiesthe Tenant Improvements. Any portion The funding of the Tenant Improvement Allowance that is not disbursed shall be made on a monthly basis or allocated for disbursement at other convenient intervals mutually approved by December 31, 2013, shall revert to Landlord and Tenant and in all other respects shall have be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no further rights circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the Premises, if any, but with respect theretoto removal and remediation of any such Hazardous Materials, only to the extent such removal or remediation is required by Applicable Laws enforced as of the date of this Lease for improvements in the Premises generally (as opposed to the specific Tenant Improvements) and to the extent the same required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the final contract amount in the contract with the General Contractor, as approved by ▇▇▇▇▇▇ (not to be unreasonably withheld), except for increases set forth in approved change orders; and (d) wages, labor and overhead for overtime and premium time unless approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed);.

Tenant Improvement Allowance. Commencing A. Subject to Tenant’s compliance with the provisions of this Exhibit, Landlord shall provide an allowance for the planning, designing, obtaining approvals of, permitting, and construction of the Tenant Improvements to be performed in the Premises, as described in the Initial Plans and the Approved Final Drawings, in the amount of January 1, 2011, Tenant shall be entitled to use Six Hundred Seventy Thousand 00/100 Dollars ($670,000.00) (the “Tenant Improvement Allowance”). Tenant shall not be entitled to any credit, as defined abatement or payment from Landlord in Section 2 the event that the amount of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance shall only be used for costs and expenses relating to tenant improvements typically installed by Landlord in buildings similar to that of which the Premises are located which are generic in nature and that will likely be used by a subsequent tenant for normal use of the Premises (referred to herein as that term is defined in Section 2.2.1, below (collectively, the “Tenant Generic Improvements”). In no event shall Landlord be obligated For example, Generic Improvements would include items such as new or relocated office demising walls and Building Standard electrical, plumbing and mechanical fixtures, equipment and distribution and telecommunications and network installations useable by any subsequent tenant, while items such as lab equipment and cabling and piping specific to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any business operations would not be considered Generic Improvements. The Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds shall be the sum of maximum contribution by Landlord for the Tenant Improvement AllowanceCosts. All Tenant Improvements for which the Tenant Improvement Allowance has been made available Landlord shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice have no obligation to pay to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term all or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance unless Tenant timely complies with all time requirements hereunder and such that all work is not disbursed or allocated for disbursement by December 31completed and the Tenant [UNREADABLE] Allowance shall include all reasonable costs and expenses associated with the design, 2013preparation, shall revert approval, planning, construction and installation of the Tenant Improvements (the “Tenant Improvement Costs”), including a construction management fee payable to Landlord in the amount of three percent (3%) of the Tenant Improvement Allowance (the “CM Fee”). The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the Tenant Improvement Costs, and the disbursement of the Tenant Improvement Allowance is subject to the terms contained hereinbelow. B. Payment of the CM Fee shall be the first payment from the Allowance and shall be made by means of a deduction or credit against the Allowance. The remaining payment of the Allowance shall be made upon completion of the work and Tenant’s written request for payment which shall include: (a) receipt by Landlord of unconditional mechanics’ lien releases from the Contractor and all subcontractors, labor suppliers and materialmen for all work performed; (b) receipt by Landlord of any and all documentation reasonably required by Landlord detailing the work that has been completed and the materials and supplies used, including, without limitation, invoices, bills, or statements for the work completed and the materials and supplies used; and (c) Tenant’s architect’s certification that all work and materials billed for has been completed and installed in the Premises. Landlord shall have no further rights the right to perform any inspections of the work completed and materials and supplies used as deemed reasonably necessary by Landlord to assure that the payment request is proper. The Allowance payment shall be paid to Tenant within thirty (30) days from the satisfaction of the conditions set forth in the immediately preceding sentence and Tenant’s compliance with respect theretoall other terms of this agreement. Landlord shall not be obligated to pay any Allowance payment if on the date Tenant is entitled to receive the Allowance payment Tenant is in default of the Lease. C. Landlord shall not be obligated to pay any Tenant Improvement Allowance progress payment if on the date Tenant is entitled to receive the Tenant Improvement Allowance progress payment Tenant is in default of the Lease beyond any applicable notice and cure period. D. Should the total cost of constructing the Tenant Improvements be less than the Tenant Improvement Allowance, the Tenant Improvement Allowance shall be automatically reduced to the amount equal to said actual cost.

Tenant Improvement Allowance. Commencing as For the purposes of January 1assisting the Tenant to complete the leasehold improvements upon the Premises, 2011, Tenant shall be entitled to use all in accordance with the Tenant’s final drawings and specifications which have the Landlord’s prior written approval (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Leasehold Improvements”). In no event shall , the Landlord be obligated agrees to make disbursements pursuant advance to this Tenant Work Letter or otherwise in connection with Tenant’s construction on behalf of the Tenant Improvements or any a sum equal to Fifteen Dollars ($15.00) per square foot of the Rentable Area of Suite 540 and Twenty Dollars ($20.00) per square foot of the Rentable Area of Suite 610 (which combined sum is hereinafter referred to as the “Allowance”) upon the following terms and conditions: (i) the Tenant Improvement Allowance Items, as defined below, in a shall furnish to the Landlord the Tenant’s final architectural drawings and specifications prior to commencement of work; (ii) the Tenant shall furnish to the Landlord an invoice for the total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which Allowance requested by the Tenant, accompanied by copies of paid invoices evidencing payment, by not later than December 31, 2016; (iii) the Tenant Improvement Allowance has been made available shall cause all of the Leasehold Improvements to be deemed Landlord’s property under constructed and installed in accordance with the terms of the Lease; provided; (iv) the Allowance shall not be used to fund the Tenant’s purchase of equipment, howeverfurniture, trade fixtures, and communications installations. The Allowance shall be advanced by the Landlord may, by written notice to Tenant given concurrently with Landlord’s approval upon the later of: (v) completion of the “Final Working Drawings”Leasehold Improvements, as to the satisfaction of the Landlord; (vi) the Tenant having commenced to carry on its business in the Premises or any part thereof; (vii) the Tenant having provided the Landlord with a statutory declaration from the Tenant’s general contractor stating all of the Leasehold Improvements have been completed and that term all contractors have been paid in full; (viii) the expiry of any lien holdback period provided for by any applicable Builders or Mechanics Lien Legislation; and (ix) execution of this Lease by all parties. It is defined in Section 3.3, below, require Tenant, further understood and agreed that if the Tenant either: (a) vacates the Premises; or (b) discontinues the regular and punctual payment of Rent; at any time prior to the end of the Lease Term Term, then all amounts advanced or promptly following credited to the Tenant under this provision shall immediately be repayable to the Landlord and may be collected as Rent due and owing. If any earlier termination of this Leaseamounts are owed to the Landlord at the time the Allowance becomes payable, at such amount shall be deducted from the Allowance and credited to the Tenant’s expense, to remove any Tenant Improvements account and to repair any damage the balance paid to the Premises and Building caused by such removal and return Tenant. Should the affected portion cost of the Premises Leasehold Improvements be less than the Allowance then the lesser amount shall be paid to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon the Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion Should the cost of the Tenant Improvement Leasehold Improvements be more than the Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and then the Tenant shall have no further rights with respect theretobe solely responsible for the payment of any excess amount.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”, as defined ) in the amount set forth in Section 2 13 of this Amendment, the Summary for the costs relating to the initial design and construction of Tenant’s improvements or improvements, which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1permanently affixed (including furniture, below fixtures and equipment attached to the walls, ceiling or slab) to the Premises (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of Tenant Improvement Allowance. In the event that the Tenant Improvement AllowanceAllowance is not fully utilized by Tenant on or before the first (1st) anniversary of the Lease Commencement Date, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s reasonable rules, regulations, and restrictions, including the requirement that any cabling infrastructure designer must be selected from a list provided by Landlord, and that the amount and location of any such cabling must be approved by Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office conditiontheir condition existing prior to the installment of such Tenant Improvements; providedPROVIDED FURTHER; HOWEVER, howeverTHAT (i) NOTWITHSTANDING THE FOREGOING, that Landlord UPON REQUEST BY TENANT AT THE TIME OF TENANT’S REQUEST FOR LANDLORD’S APPROVAL OF THE “FINAL WORKING DRAWINGS, AS THAT TERM IS DEFINED IN SECTION 3.3, BELOW, LANDLORD SHALL NOTIFY TENANT WHETHER ALL OR ANY PORTION OF THE TENANT IMPROVEMENTS WILL BE REQUIRED TO BE REMOVED PURSUANT TO THE TERMS OF THIS SECTION 2.1, (ii) in no event shall not require Tenant be required to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed which (a) are normal and customary business office improvements, (b) do not affect the Base Building, and (c) cannot be seen from the exterior of the Premises, and (iii) in no event shall Tenant be required to remove the catering kitchen permitted pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion the terms of Section 5.1 of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoLease.

Tenant Improvement Allowance. Commencing Landlord will not charge Tenant for a construction management fee with respect to the Improvements. Landlord will provide Tenant an allowance of up to One Hundred Twenty Three Thousand Six Hundred Ninety and 00/100 Dollars ($123,690.00) (the “First Floor Tenant Improvement Allowance”) (which is equal to Thirty Dollars ($30.00) per square foot of the 4,123 square foot area now known as the library and file room) towards the cost of January the Improvements pursuant to the First Floor Plans. Additionally, Landlord will provide Tenant an allowance sufficient to accomplish the build-out, painting and carpeting of the second floor portion of the Demised Premises pursuant to the Second Floor Plans as identified in Paragraph (1, 2011, ) above with building-standard materials and finishes (the “Second Floor Tenant shall be entitled Improvement Allowance”) toward the cost of the Improvements pursuant to use the Second Floor Plans. The First Floor Tenant Improvement Allowance and the Second Floor Tenant Improvement Allowance are hereinafter collectively referred to as the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no the event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction that the cost and expense of constructing the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of is less than the Tenant Improvement Allowance. All , then Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice entitled to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior a credit equal to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance that against the next-due monthly Base Rent, and, if applicable, against any payments of monthly Base Rent due thereafter until such unused portion is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and exhausted. Tenant shall have no further rights be responsible for all costs and expenses of the Improvements (except as otherwise stated in Paragraph 6 below) that exceed the Tenant Improvement Allowance. Tenant shall be responsible for paying any excess with respect theretoto the first floor portion of the Demised Premises directly to Tenant’s Contractor. Any excess with respect to the second floor portion of the Demised Premises shall be deemed to be additional rent and shall be payable within fifteen (15) days of receipt of an invoice therefor from Landlord.

Tenant Improvement Allowance. Commencing 10.5.1. If and for as of January 1, 2011long as Tenant is not in default under the Lease beyond any applicable grace period, Tenant shall be entitled to use a tenant improvement allowance in the amount of $[*] allocated as follows: $[*] ($[*]/sf) for the Building 8 Expansion Space, and $[*] ($[*]/sf) for the Building 3 Expansion Space (the “Tenant Improvement Allowance” or “Allowance”, as defined in Section 2 of this Amendment, for ). Tenant shall have the costs relating right to apply the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term towards Tenant Improvements within its Premises whereby the Tenant Improvement Allowance is defined not required to be disbursed or allocated towards only the Expansion Spaces. The Tenant Improvement Allowance shall be paid to Tenant in Section 2.2.1, below (collectively, reimbursement for the total out of pocket costs paid by Tenant for the design professional fees and the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s hard costs” of construction of the Tenant Improvements or any to the Premises, including architectural and engineering fees, specialty consultants including acoustical and lighting specialists, permitting and expeditor fees, construction of interior improvements including millwork, built-in furniture, furniture systems, data cabling and wiring, telecommunications systems, relocation expenses, security, studio equipment, project management fees, and other similar expenses in fitting out the Expansion Space. If the total amount paid by Tenant for the Tenant Improvements is less than the Tenant Improvement Allowance, Tenant may receive a credit for the unused portion of the Allowance up to $[*] ($[*]/sf) applied towards the next payment(s) of Base Rental and Tenant’s Percentage Share of Operating Expenses due, until such sum is exhausted. 10.5.2. The Allowance shall be disbursed on a percentage of completion basis (i.e., the ratio of the amount to be disbursed, together with all prior disbursements, so the total Allowance will not exceed the ratio of the Tenant Improvements completed on the date of disbursement to the total Tenant Improvements). By way of example, if the Tenant Improvement Allowance Itemsis $[*], the total Tenant Improvements cost is $[*], and on the date of Tenant’s first draw request 25% of the Tenant Improvements have been completed (i.e., contractor’s invoice is equal to $[*]), then Landlord shall be obligated to pay an amount equal to 25% of the Allowance, or $[*]. By way of a second example, if the Tenant Improvement Allowance is $[*], the total Tenant Improvements cost is $[*], and on the date of Tenant’s first draw request 25% of the Tenant Improvements have been completed (i.e., contractor’s invoice is equal to $[*]), then Landlord shall be obligated to pay an amount equal to 100% of the Allowance equal to $[*]. If the request for disbursement of the Allowance pertains to furniture and equipment, relocation expenses, or other related items, then Tenant shall be entitled to have the Allowance disbursed with respect to such items without regard to the percentage-of-completion formula specified herein. Tenant may apply for disbursements of the Allowance not more frequently than monthly. Except as otherwise provided by written notice from Tenant to Landlord, each request shall constitute Tenant’s affirmation that as of the date of the request this Lease is in full force and effect and Landlord is not in default under this Lease. 10.5.3. The Tenant Improvement costs shall be deducted by Landlord from the Tenant Improvement Allowance and reimbursed to Tenant within 30 days following receipt of Tenant’s payment request consisting of the following: (a) AIA G702/703 form (or other form acceptable to Landlord); (b) a written certification signed by Tenant stating the work then performed or materials provided with respect to the Tenant Improvements and the amount requested for the current disbursement along with true copies of invoices paid by Tenant for the Tenant Improvements and evidence of payment such as cancelled checks, wiring confirmations, etc.; and (c) a contractor’s affidavit from Tenant’s general contractor in accordance with the Florida Construction Lien Law, final or partial releases of lien, as applicable, from Tenant’s general contractor and all lienors giving notice to owner as defined belowin the Florida Construction Lien Law and vendors associated with the disbursement request. Landlord will approve or disapprove such documentation, or portions thereof, within seven (7) business days of Landlord’s receipt thereof. If Landlord disapproves, any of such documentation, Landlord shall notify Tenant in writing of the reason therefor. Thereafter, to the extent that such documentation is approved or resubmitted by Tenant and then approved by Landlord, payment shall be made with thirty (30) days following receipt of the additionally requested information. The final disbursement shall be paid to Tenant within 30 days after all of the following events have occurred: (a) the Tenant Improvements have been substantially completed; (b) Tenant has delivered to Landlord final releases of lien from Tenant’s general contractor and all lienors giving notice to owner as defined in the Florida Construction Lien Law and a final contractor’s affidavit from the general contractor in accordance with the Florida Construction Lien Law, and all other receipts and supporting information concerning payment for the work that Landlord may reasonably request; and (c) Tenant has moved into the Premises and opened for business in the Premises. 10.5.4. Tenant shall pay the entire amount of the Tenant Improvement costs which is in excess of the Allowance. Tenant’s right to application of the Tenant Improvement Allowance shall expire on the date that is 24 months after Landlord’s delivery of vacant possession of the applicable Expansion Space to Tenant. Tenant’s right to request a credit against Rent and any requests for reimbursement submitted to Landlord after such date shall not be paid from the Allowance, and Tenant shall thereafter be solely responsible for the costs of the Tenant Improvements without reimbursement from Landlord. If Landlord has received written notice of any claims of lien, at Landlord’s option, the Tenant Improvement Allowance or any portion of it may be paid by Landlord directly to the general contractor performing the Tenant Improvements or to any lienor giving notice as defined in the Florida Construction Lien Law. If Tenant is in default under the Lease beyond the expiration of any applicable notice and cure periods, or if Landlord has received written notice of any claims of lien relating to any portion of the Tenant Improvement work or materials in connection therewith (other than claims which will be paid in full from such disbursement), or if there is an unbonded lien outstanding against the Project, the Expansion Space, or Tenant’s interest therein, by reason of work done, or materials supplied or specifically fabricated, to or for Tenant or the Premises, Landlord may, in a total amount which exceeds the sum addition to all its other available rights and remedies, withhold payment of any unpaid portion of the Tenant Improvement Allowance. All Tenant Improvements for which the The Tenant Improvement Allowance has been made available provisions shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice not apply to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage additional space added to the Premises and Building caused at any time after the Effective Date, whether by such removal and return any options under the affected Lease or otherwise, or to any portion of the Premises or any additions to the Premises in the event of a Building standard general office condition; providedrenewal or extension of the Lease Term, howeverwhether under any options under the Lease or otherwise, that Landlord shall unless expressly so provided in this Amendment or an amendment to the Lease. The rights granted to Tenant under this paragraph to the Allowance are personal to the original named Tenant in this Amendment and any Affiliate or Successor, and may not require Tenant to remove upon termination be assigned or expiration exercised by anyone or for the benefit of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter anyone (including, without limitation, Larc improvementsany subtenant) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses other than such Tenant and any Affiliate or Successor and only while such Tenant or an Affiliate or Successor is in biotech facilitiespossession of the entire Premises. Any portion of In addition to the Tenant Improvement Allowance that is Allowance, Landlord shall pay or reimburse Tenant for the cost of an initial test-fit plan not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoexceed $[*] ($[*]/sf).

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a ---------------------------- one-time tenant improvement allowance (the “"Tenant Improvement Allowance”") in an amount up to, but not exceeding, the product of (i) $20.00 and (ii) the number of rentable square feet of the Suite 600 Space as defined in Section 2 of this Amendmentthe Lease Commencement Date, to be used to help Tenant pay for the costs relating to the of design and construction of Tenant’s 's improvements or set forth in the approved Final Drawings (as defined herein) which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Premises (collectively, the “"Tenant Improvements”") and the other Tenant Improvement Allowance Items (as such term is defined below). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant be entitled to remove upon termination receive any cash payment or expiration of this Lease, credit against Rent or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, otherwise for any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that which is not used to pay for the Tenant Improvement Allowance Items; provided, however, to the extent there remains any unused portion of the Tenant Improvement Allowance and thus Landlord is not providing any Additional Allowance, Tenant may use such excess to help Tenant pay for any Alterations Tenant installs in the Premises pursuant to Article 8 of the Lease after substantial completion of the Tenant Improvements. Such excess amount shall be disbursed or allocated for disbursement by December 31, 2013, shall revert Landlord after Tenant has completed the Alterations and has delivered to Landlord appropriate invoices, paid receipts, lien releases and Tenant shall have no further rights with respect theretoother information reasonably requested by Landlord.

Tenant Improvement Allowance. Commencing Landlord will provide a Tenant Improvement Allowance of Five Hundred Thousand 00/100ths Dollars ($500,000.00) toward improvements in 892 and ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Tenant may allocate this Tenant Improvement Allowance at Tenant’s discretion between the two Premises and the two Leases. However, the total amount to be provided by Landlord for both Leases and both Premises shall be $500,000.00 and no more. The Allowance will be provided as a reimbursement of January money actually expended by Tenant toward new Tenant Improvements (which must be approved by Landlord under the provisions of the Lease relating to construction) prior to December 31, 2005. Subject to the provisions below, reimbursement by Landlord will be made within sixty (60) days of presentation of reasonably adequate documentation evidencing the expenses incurred and confirming that (1) all Tenant Improvements for which reimbursement is sought have been completed; (2) all contractors, 2011materialmen, suppliers, and others entitled to a lien have provided evidence satisfactory to Landlord releasing or waiving any such liens (or a proper Notice of Completion has been filed and the statutory period for filing of liens following recordation of a Notice of Completion has expired in the reasonable opinion of counsel for Landlord); and (3) said funds have actually been expended by December 31, 2005 for the Tenant Improvements approved by Landlord. Upon application for funds in conformity with the above period, Landlord may audit Tenant’s records upon request made within thirty (30) days after the request is made in regard to each such request for reimbursement. Notwithstanding the above provisions, Landlord shall not be obligated to pay any reimbursement to Tenant in accordance with the above prior to March 31, 2005. Tenant may apply for reimbursement of such matters at any time to and including March 31, 2006. Landlord will have no duty to reimburse based on any application which is received by Landlord after such date. Tenant may not apply for reimbursement under this Paragraph 4 more often than three (3) times in any calendar year. In the event of any non-payment of reimbursement which was due to Tenant, after said reimbursement was due under the above provision, the Tenant shall be entitled to use set the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has it should have been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert reimbursed off against Rent due to Landlord and Tenant shall have no further rights with respect theretounder either Lease.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time improvement allowance in the amount of the applicable “Tenant Improvement Allowance”,” as that term is defined, as defined in Section 2 of this Amendmentbelow, for the costs relating to the initial design and construction of Tenant’s improvements or the improvements, which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the applicable Premises (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to For purposes of this Tenant Work Letter or otherwise Letter, the “Tenant Improvement Allowance” shall mean (a) with respect to the Initial Premises, $80.00 for each rentable square foot of the Initial Premises, (b) with respect to Must-Take Premises 1, $70.00 for each rentable square foot of Must-Take Premises 1 (provided that the rentable square footage of the No Rent Patio Space shall be excluded from the Must-Take Premises 1 rentable square footage for purposes of determining the Tenant Improvement Allowance applicable to Must-Take Premises 1), and (c) with respect to the Must-Take Premises 2, $60.00 for each rentable square foot of Must-Take Premises 2. In addition, Landlord shall provide a one-time allowance (in connection with Tenant’s construction of the Tenant Improvements or any improvements in Must-Take Premises 1 only) for the costs of creating a stairwell opening that connects the Ground Floor Premises and Basement Premises (the “Stairwell Opening”) and the installation of stairs to be installed by Tenant in the Stairwell Opening (the “Stairwell”) in an aggregate amount equal to $275,000.00 (the “Stairwell Allowance”). The Stairwell Allowance shall be available for the Stairwell Opening and the Stairwell only (and for no other purposes) and shall be disbursed by Landlord in the same manner as the Tenant Improvement Allowance ItemsAllowance, and shall otherwise be subject to the same terms and conditions as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which specifically acknowledges and agrees that all plans and specifications relating to the Tenant Improvement Allowance has been made available Stairwell Opening (including the location thereof) and the Stairwell shall be deemed subject to Landlord’s property under the terms of the Lease; providedapproval, however, which shall not be unreasonably withheld. Landlord may, by written notice hereby acknowledges and agrees that Tenant shall have no obligation to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements construct a Stairwell Opening and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to install a Building standard general office conditionStairwell; provided, however, that Tenant acknowledges and agrees in connection therewith that the Stairwell Allowance shall only be available to Tenant for such purposes. In addition, Landlord shall not require provide a one-time allowance (the “Electrical Allowance”) in an amount equal to $15,000.00 for each full floor of the Premises for costs reasonably incurred by Tenant for electrical upgrades to remove upon termination or expiration the extent required to achieve the electrical capabilities contemplated by Section 6.1.2 of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, Lease (“Electrical Upgrades”). In no event shall any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses Electrical Allowance shall be available in biotech facilities. Any connection with any portion of Must-Take Premises 1. The Electrical Allowance shall be available for the Electrical Upgrades only (and for no other purposes) and shall be disbursed by Landlord in the same manner as the Tenant improvement Allowance, and shall otherwise be subject to the same terms and conditions as the Tenant Improvement Allowance Allowance. Tenant specifically acknowledges and agrees that is all plans and specifications relating to the Electrical Upgrades shall be subject to Landlord’s approval, which shall not disbursed or allocated for disbursement by December 31, 2013, shall revert to be unreasonably withheld. Landlord hereby acknowledges and agrees that Tenant shall have no further rights obligation to perform Electrical Upgrades; provided, however, that ▇▇▇▇▇▇ acknowledges and agrees in connection therewith that the Electrical Allowance shall only be available to Tenant for such purposes. In addition, Landlord shall provide a one-time allowance (the “Restroom Allowance”) in an amount equal to $25,000.00 for each full floor of the Premises for costs reasonably incurred by Tenant for modifications to the base building restrooms servicing the Premises to the extent required to comply with respect thereto.Applicable Laws and/or for the construction of a gender neutral restroom on the subject full floor of the

Tenant Improvement Allowance. Commencing as Subject to the terms and conditions of January 1this Paragraph 7.5(e), 2011, Landlord shall contribute up to a maximum of Four Hundred Eighty-Four Thousand Seven Hundred Seventy Dollars ($484,770) (the “Allowance”) to the cost of Initial Improvements that Tenant shall make to the Premises. The Allowance may be entitled used to use pay the following costs: (i) The costs of preliminary space planning, working drawings (including revisions) and other plans and specifications for the Initial Improvements; (ii) The costs of obtaining building permits and other necessary authorizations from all governmental authorities having jurisdiction; (iii) The direct and indirect costs of demising the Premises and procuring and installing the Initial Improvements; and (iv) The costs and fees incurred by Tenant for reconfiguration and enhancements of the existing furniture, project management, installation of furniture, fixtures and equipment. The Allowance shall be disbursed as follows: Landlord shall disburse the Allowance directly to Tenant’s contractor (the “Tenant Improvement AllowanceContractor”) and/or to the applicable subcontractors and/or to Tenant, as defined Landlord shall determine, on a monthly basis, within thirty (30) days after receipt of (A) invoices of the Contractor covering work actually performed, construction in Section 2 of this Amendmentplace and materials delivered to the Premises (as may be applicable) describing in reasonable detail such work, construction and/or materials, (B) conditional lien waivers executed by the Contractor, subcontractors or suppliers, as applicable, for their portion of the costs relating work covered by the requested disbursement, and (C) unconditional lien waivers executed by the Contractor and the persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by applicable law). No payment will be made for materials or supplies not located in the Premises. Landlord may withhold the amount of any and all retentions provided for in original contracts or subcontracts until the earlier of the expiration of the applicable lien periods or Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the forms prescribed by applicable law) from the Contractor and all subcontractors and suppliers involved in the Initial Improvements. Notwithstanding anything to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined contrary in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to if less than the Premises and Building caused by such removal and return the affected portion entire amount of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion Allowance is used toward the costs of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement Initial improvements by December 31March 1, 20132006, shall revert to Landlord and Tenant shall have no further rights with respect theretoright to, and Landlord shall have no further obligation to contribute, any remaining portion of the Allowance to the cost of the Initial Improvements.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant Sublessee shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of Forty-One and 25/100 Dollars ($41.25) per rentable square foot of the Sublet Premises (i.e., as defined in Section 2 $1,924,023.70 based on 46,643 rentable square feet of this Amendment, the Sublet Premises) for all of the hard and/or soft costs relating to the initial design and construction of TenantSublessee’s initial improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below for the Sublet Premises (collectively, the “Tenant Improvements”), including, without limitation, space plans, design fees, the cost of architectural, electrical and mechanical working drawings, engineering fees, architect’s fees, contractor and construction management fees, voice/data infrastructure and furniture, fixtures and equipment, as well as actual, documented and reasonable moving costs. Any unused amount of the Improvement Allowance may be credited against rent, spread evenly throughout the initial Term, as further described in Subsection (b) below. In no event shall Landlord Sublessor be obligated to make disbursements pursuant to this Tenant Work Letter Agreement in a total amount that exceeds the Improvement Allowance. (a) Sublessee shall be entitled to the Improvement Allowance in accordance with the terms of this Exhibit “C” and the Sublease. If Sublessee is in default under this Sublease, Sublessor may, in addition to all of its other available rights and remedies, withhold, until such default is cured, payment of the Improvement Allowance, provided, however, if such default is not cured, any amounts to which Sublessor may be entitled shall be calculated on the basis of the Sublessee receiving credit for any amount of the Improvement Allowance not paid. The Improvement Allowance will be paid in one installment in accordance with the following: (I) Once the Tenant Improvements are substantially completed, Sublessee may deliver to Sublessor: (i) a request for reimbursement, in a commercially reasonable form, for sums incurred or otherwise previously expended by Sublessee (but not to exceed one hundred percent (100%) of the Improvement Allowance), (ii) properly executed unconditional mechanic’s lien releases in connection compliance with Tenantboth California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from all subcontractors, laborers, materialmen and suppliers for labor rendered and materials delivered to the Sublet Premises, (iii) Sublessee’s General Contractor’s certificate, in a form reasonably acceptable to Sublessor, certifying that the construction of the Tenant Improvements has been substantially completed, (iv)a certificate of occupancy or other governmental sign off or approval permitting the legal occupancy of the Sublet Premises, and (v) a copy of a recorded, valid Notice of Completion. Within thirty (30) days after Sublessor’s receipt of any request for payment which satisfies the requirements described above, Sublessor will deliver a check to Sublessee for the Improvement Allowance. Payment of such amounts to Sublessee shall not be deemed Sublessor’s approval or acceptance of the work furnished or materials supplied as set forth in Sublessee’s payment request. In the event Sublessor identifies any material non-compliance of any portion of the Tenant Improvements with the Plans or Applicable Law, Sublessor may provide Sublessee with a detailed statement identifying such non-compliance, and if the same is so materially non-compliant, Sublessee shall cause such work to be corrected. If Corporate Contractors, Incorporated serves as the general contractor for the Tenant Improvements, the Improvement Allowance Itemswill be paid in two installments in accordance with the following: (I) Once the Tenant Improvements are 50% completed, as defined belowSublessee may deliver to Sublessor: (i) a request for reimbursement, in a total amount which exceeds commercially reasonable form, for sums incurred or previously expended by Sublessee (but not to exceed fifty hundred percent (50%) of the sum Improvement Allowance), (ii) properly executed unconditional mechanic’s lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from all subcontractors, laborers, materialmen and suppliers for labor rendered and materials delivered to the Sublet Premises and included in Sublessee’s statement, (iii) Sublessee’s General Contractor’s certificate, in a form reasonably acceptable to Sublessor, certifying that the construction of the Tenant Improvements has been 50% completed. Within thirty (30) days after Sublessor’s receipt of any request for payment which satisfies the requirements described above, Sublessor will deliver a check to Sublessee for the amount requested. Payment of such amounts to Sublessee shall not be deemed Sublessor’s approval or acceptance of the work furnished or materials supplied as set forth in Sublessee’s payment request. (II) Once the Tenant Improvements are substantially completed, Sublessee may deliver to Sublessor: (i) a request for reimbursement, in a commercially reasonable form, for sums incurred or previously expended by Sublessee (but, together with all such previously reimbursed sums, not to exceed one hundred percent (100%) of the Improvement Allowance), (ii) properly executed unconditional mechanic’s lien releases in compliance with both California Civil Code Section 3262(d)(2) and either Section 3262(d)(3) or Section 3262(d)(4) from all subcontractors, laborers, materialmen and suppliers for labor rendered and materials delivered to the Sublet Premises, (iii) Sublessee’s General Contractor’s certificate, in a form reasonably acceptable to Sublessor, certifying that the construction of the Tenant Improvements has been substantially completed, (iv) a certificate of occupancy or other governmental sign off or approval permitting the legal occupancy of the Sublet Premises, and (v) a copy of a recorded, valid Notice of Completion. Within thirty (30) days after Sublessor’s receipt of any request for payment which satisfies the requirements described above, Sublessor will deliver a check to Sublessee for the Improvement Allowance. All Payment of such amounts to Sublessee shall not be deemed Sublessor’s approval or acceptance of the work furnished or materials supplied as set forth in Sublessee’s payment request. In the event Sublessor identifies any material non-compliance of any portion of the Tenant Improvements with the Plans or Applicable Law, Sublessor may provide Sublessee with a detailed statement identifying such non-compliance, and if the same is so materially non-compliant, Sublessee shall cause such work to be corrected. (b) Sublessee shall be solely responsible for which the payment of all costs associated with the Tenant Improvements that exceed the Improvement Allowance has been made available shall be deemed Landlord’s property Allowance. If Sublessee is in default under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expenseSublessor may, in addition to remove any Tenant Improvements all of its other available rights and to repair any damage to the Premises and Building caused by remedies, withhold, until such removal and return the affected portion default is cured, payment of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesImprovement Allowance. Any portion of the Tenant Improvement Allowance that which is not disbursed or allocated for disbursement to Sublessee prior to the commencement of the 12th month of the Term may, upon Sublessee’s written request to Sublessor delivered no later than the commencement of the 13th month of the Term, be credited against the Rent next coming due under this Sublease on a monthly basis, it being agreed that the monthly credit which will be applied against the Rent next coming due shall be an amount so requested by December 31Sublessee but which shall in no event exceed the amount which is equal to the total undisbursed balance of the Improvement Allowance, 2013divided by the number of months remaining in the initial Term. (c) If Sublessor fails to timely fulfill its obligation to fund any installment of the Improvement Allowance, Sublessee shall revert be entitled to Landlord deliver notice (the “Payment Notice”) thereof to Sublessor. If Sublessor still fails to fulfill such obligation within ten (10) business days after Sublessor’s receipt of the Payment Notice from Sublessee and Tenant if Sublessor fails to deliver notice to Sublessee within such ten (10) business day period explaining Sublessor’s good faith reasons that the amounts described in Sublessee’s Payment Notice are not due and payable by Sublessor (“Refusal Notice”), Sublessee shall have no further rights be entitled to offset the amount set forth in the subject Payment Notice, plus interest thereon from and after the date such Improvement Allowance was due and payable at the Interest Rate (as defined in Article 25 of the Master Lease), against Sublessee’s next obligations to pay Rent. However, if Sublessor has delivered a written default notice to Sublessee which remains uncured at the time that such offset would otherwise be applicable, Sublessee shall not be entitled to such offset until such default is cured. If Sublessor delivers a Refusal Notice, and if Sublessor and Sublessee are not able to agree on the amounts to be so paid by Sublessor, if any, within ten (10) business days after Sublessee’s receipt of a Refusal Notice, Sublessee may submit such dispute to arbitration in accordance with respect theretoSection 29.36 of the Master Lease. If Sublessee prevails in any such arbitration, and Sublessor does not pay Sublessee when and as required under the arbitration award, Sublessee shall be entitled to apply such award, plus interest thereon from and after the date such Improvement Allowance was due and payable pursuant to the arbitration award at the Interest Rate (as defined in Article 25 of the Master Lease), as a credit against Sublessee’s obligations to pay Rent. The terms and conditions of Section 29.36 of the Master Lease shall also apply to any determination under this Section 2(c).

Tenant Improvement Allowance. Commencing as of January 1, 2011the date upon which Tenant obtains possession of the Expansion Premises (which date may be prior to the Expansion Commencement Date), Tenant shall be entitled to use a tenant improvement allowance as follows: (i) for the “Expansion Premises in the amount of $2,435,375.00 (i.e., $125.00 per RSF of the Expansion Premises) (the "Expansion Tenant Improvement Allowance”, as defined in Section 2 of this Amendment"), for the costs relating to the initial design and construction of Tenant’s improvements 's improvements, which are permanently affixed to the Expansion Premises (the "Expansion Tenant Improvements") or which are otherwise “"Tenant Improvement Allowance itemsItems,” " as that term is defined in Section 2.2.1, below below, for the Expansion Premises, and (collectivelyii) for the Existing Premises in the amount of $838,320.00 (i.e., $20.00 per RSF of the “Existing Premises) (the "Existing Tenant Improvement Allowance"), for the costs relating to the initial design and construction of Tenant's improvements, which are permanently affixed to the Existing Premises (the "Existing Tenant Improvements”") or which are Tenant Improvement Allowance Items for the Existing Premises (the Expansion Tenant Improvements and the Existing Tenant Improvements shall collectively be the "Tenant Improvements", and the Expansion Tenant Improvement Allowance and the Existing Tenant Improvement Allowance shall collectively be the "Tenant Improvement Allowance"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s 's construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s 's approval of the “"Final Working Drawings”", as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly following any earlier termination of this the Lease, at Tenant’s 's expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused ./ -/// -1- [Revolution Medicines, Inc.] by such removal and return the affected portion of the Premises to a Building standard general office condition; providedthe condition in existence prior to the construction of the Tenant Improvements, however, provided that Landlord hereby acknowledges that Landlord shall not require removal of the Tenant to remove upon Improvements shown on the preliminary space plan attached hereto as Schedule 1 (the "Preliminary Space Plan"), and accordingly, so long as the Final Space Plan, Final Working Drawings and corresponding Tenant Improvements are consistent with and a logical extension of the Preliminary Space Plan, Landlord shall not require Tenant, whether at the end of the Lease Term, or following any earlier termination or expiration of this the Lease, to pay for or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant set forth on the Final Working Drawings, to this repair any damage to the Premises and Building caused by such removal, or to return the affected portion of the Premises to the condition in existence prior to the construction of the Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesImprovements. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31the date which is eighteen (18) months following the Expansion Possession Date (subject to extension to the extent of delays resulting from events of Force Majeure (as defined in the Lease), 2013provided that Tenant has delivered notice to Landlord identifying such Force Majeure event), shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as Tenant shall be entitled to receive a tenant improvement allowance (the "Full Floor Tenant Improvement Allowance") in the amount of January 1up to, 2011but not exceeding, Fifty-Two and 5011 00 Dollars ($52.50) per rentable square foot of floors 2, 3, 4, 5, 6, 7, 9, II, 14 and 18 of the Initial Premises (collectively, the "Existing Full TI Floors"), the 20th Floor Space and the 28th Floor Expansion Space (if Tenant exercises its Expansion Option for the 28th Floor Expansion Space pursuant to Section 1.6 of this Lease) (collectively with the Existing Full TI Floors, the "Full TI Floors"). In addition, Tenant shall be entitled to use the “receive a tenant improvement allowance ("Remaining Floors Tenant Improvement Allowance”") in the amount of up to, but not exceeding, Ten and 0011 00 Dollars ($10.00) per rentable square foot of floors 8, 10, 12, 13, IS, 16, 17, 21 and 24 of the Initial Premises and the Vault Space plus Thirty-One and 25/100 Dollars ($31.25) per rentable square foot of the Retail Space. Floors 8,10,12,13,15,16,17,21 and 24 of the Initial Premises, the Vault Space and the Retail Space may be collectively referred to herein as defined in Section 2 of this Amendment, the "Remaining Floors." The Full Floor Tenant Improvement Allowance and the Remaining Floors Tenant Improvement Allowance may be collectively referred to herein as the "Tenant Improvement Allowance." The Tenant Improvement Allowance may be used by Tenant to help Tenant pay for the costs relating to of the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” Items (as that term is defined in Section 2.2.1below) pertaining to the initial tenant improvements which are to be installed by Tenant pursuant to this Tenant Work Letter and affixed to the Full TI Floors and/or the Remaining Floors, below all as set forth on the Approved Working Drawings (as defined below) for such Full TI Floors and/or the Remaining Floors (collectively, the “"New Tenant Improvements”"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which (i) the Tenant Improvement Allowance has been made available shall plus (ii) those costs incurred by Landlord to complete the Landlord Work. Notwithstanding the designation of space as a Full TI Floor or a Remaining Floor as provided above, the Full Floor Tenant Improvement Allowance and the Remaining Floor Tenant Improvement Allowance may be deemed Landlord’s property under used for the terms Tenant Improvement Allowance Items with respect to any or all of the Lease; providedsuch spaces and such amounts may be commingled subject, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined conditions and limitations in Section 3.3, below, require Tenant, prior to 2.2.2 below regarding the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion availability of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord Full TI Floors and Tenant shall have no further rights with respect theretothe limitations in Sections 2.2.1.8 and 2.2.1.9 below.

Tenant Improvement Allowance. Commencing as Landlord shall provide to Tenant an allowance for Tenant Improvements (defined below) to be made to the Premises in the amount of January 1, 2011, Tenant shall be entitled up to use the Eight Dollars ($8.00) per rentable square foot for a total of Three Hundred Twenty-Eight Thousand Four Hundred Fifty-Six Dollars ($328,456) (“Tenant Improvement Allowance”, as defined in Section 2 ). Tenant may use all or any portion of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” for all improvements to the Premises and other related work, including but not limited to: (a) space planning and construction drawings; (b) profit, overhead and general conditions of contractors; (c) purchase or installation of telephone/computer cabling costs; (d) the cost to purchase or lease any furniture, fixtures and equipment for the Premises; or (e) such other improvements or repairs to the Premises as that term is defined in Section 2.2.1, below Tenant elects (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this addition, Tenant Work Letter or otherwise in connection with Tenant’s construction of may apply the Tenant Improvements or any Tenant Improvement Allowance Items, as defined belowtoward Base Rent, in a total which event such credit shall be applied toward the next months’ Base Rent following Landlord’s receipt of written notice thereof from Tenant. The Tenant Improvement Allowance must be utilized by Tenant on or before the date that is twelve (12) months after the Commencement Date as amended herein. After such date, any unused amount which exceeds the sum of the Tenant Improvement AllowanceAllowance shall no longer be available to Tenant. All Tenant Improvements for which Landlord shall pay the Tenant Improvement Allowance has been made available shall be deemed to Tenant within thirty (30) days after Landlord’s property under receipt of (as applicable): (a) copies of all invoices for the terms Tenant Improvements; (b) final as-built plans for Tenant Improvements; (c) copies of all permits for Tenant Improvements, if any; and (d) unconditional lien releases from Tenant’s general contractor and all subcontractors. The Tenant Improvements and any other Alternations made by Tenant remain subject to the requirements of Section 11 of the Lease; provided, however, that Landlord may, by written notice will not be entitled to Tenant given concurrently with Landlord’s approval receive an “administrative/coordination fee” (as described in Section 11.2 of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior Lease). All improvements to the end Premises made by Tenant covered by the Tenant Improvement Allowance shall become the property of Landlord upon the Lease Term expiration or promptly following any earlier sooner termination of this Lease, at Tenant’s expense, . Tenant shall be solely responsible for all costs to remove any Tenant Improvements and to improve or repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion excess of the Tenant Improvement Allowance that is not disbursed or allocated Allowance, including any costs to bring the Premises into compliance with the ADA. Landlord shall be responsible for disbursement by December 31the cost of demising the Premises to exclude the Returned Space from the Premises and any improvements and repairs to the Returned Space, 2013, shall revert including the creation of a corridor to connect the lobby with the restrooms (as shown on attached Exhibit A) and any costs associated with ADA compliance within the Returned Space. Landlord and Tenant shall have no further rights with respect theretoeach agree to be responsible to pull their own permits for their respective work.

Tenant Improvement Allowance. Commencing as Provided no Event of January 1Default has occurred, 2011Landlord hereby agrees to reimburse Tenant an amount not to exceed One Million Four Hundred Ninety Thousand Seven Hundred Ninety and No/100 Dollars ($1,490,790.00) (the "Allowance") for the design, permitting and construction of the Expansion Premises Tenant Improvements. The Allowance must be used within twelve (12) months following the delivery of possession of the Expansion Premises or shall be deemed forfeited with no further obligation by Landlord with respect thereto. Tenant shall not be entitled to use any portion of the “Tenant Improvement Allowance”Allowance for anything other than the design, as defined in Section 2 of this Amendment, for the costs relating to the design permitting and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Expansion Premises Tenant Improvements”). In no event shall Landlord Lessor be obligated to make disbursements pursuant with respect to this the Expansion Premises Tenant Work Letter Improvements in an amount that exceeds the Allowance, and in no event shall Tenant be entitled to any excess, credit, deduction or otherwise in connection with Tenant’s construction offset against Rent for any unused portion of the Allowance. Provided Lessee is open for business and paying rent, said reimbursement shall be made within forty-five (45) days of Lessor's receipt of written request by Tenant to Landlord and must include the following in a form satisfactory to Landlord: (i) Tenant has completed the Expansion Premises Tenant Improvements or in accordance with the Approved Working Drawings and has commenced operations in the Expansion Premises for the Permitted Use; (ii) Tenant has not committed any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end material breach of the Lease Term which has not been cured within the time period required for cure under this Lease or promptly following any earlier termination which is not curable; (iii) Tenant has recorded a notice of this Leasecompletion with respect to the Expansion Premises Tenant Improvements in accordance with applicable laws after the completion of all Expansion Premises Tenant Improvements, at Tenant’s expensethirty (30) days have passed after the filing of the notice, and a copy of the notice has been delivered to remove any Landlord; (iv) All mechanic's liens which have been filed with respect to the Expansion Premises Tenant Improvements have been paid and removed from title to the Project; (v) All appropriate government agencies have conducted final inspections of the Expansion Premises Tenant Improvements and have issued a certificate of occupancy or equivalent, and Tenant has delivered a copy of the certificate of occupancy or equivalent to repair any damage Landlord; (vi) Tenant has delivered to Landlord receipts and other reasonable proof that Tenant has incurred the costs for which Lessee is seeking reimbursement; (vii) Tenant has delivered to Landlord copies of executed, notarized unconditional lien releases for final payment with respect to all costs for which Tenant is seeking reimbursement (provided that if Tenant is unable to obtain such lien releases from subcontractors which provided materials and services with a claimed value of less than $5,000, then Tenant may deliver in lieu thereof an affidavit of payment of payment thereof from Tenant's general contractor in form and substance acceptable to Landlord) and, (viii) Tenant has delivered to Lessor "as built" plans of the Expansion Premises Tenant Improvements showing the locations of all improvements and modifications to the Expansion Premises and Building caused made by such removal and return the affected portion or on behalf of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing a. Lessor and Lessee anticipate that Lessee will make certain electrical upgrades (the “Tenant Improvements”) to the Premises, on or before December 31, 2008, in accordance with plans and specifications to be prepared by Lessee and submitted to Lessor for Lessor’s approval as provided in Paragraph 7.3 of January 1the Lease (such plans and specifications, 2011once approved by Lessor, being hereafter referred to as the “Approved Plans”). Following Lessee’s completion of the Tenant Improvements in accordance with the Approved Plans, and provided that Lessee is not in Default or Breach under the Lease, Lessor shall be entitled to use provide Lessee with an amount (the “Tenant Improvement Allowance”) not to exceed $50,000 equal to one-half (1/2) of the cost the electrical upgrade for all costs, as defined in Section 2 of this Amendmentfees, overhead and profit reasonably incurred or reasonably charged by Lessee’s contractor and Lessee’s architect and engineers for the following: (i) design and redesign of the Approved Plans; and (ii) all reasonable costs relating for labor and material to construct and install the Tenant Improvements, direct job site supervision, transportation, storage charges, plan check and permit fees, costs of building permits, temporary services, costs of insurance premiums, and taxes for the purchase of materials, pursuant to the design Approved Plans (collectively the “Work Costs”). It is specifically understood and construction agreed that Work Costs shall not include the cost of Tenantany of Lessee’s improvements Trade Fixtures, nor any of its other furniture, fixtures or which are otherwise “other personal property, and nor shall Lessee’s architect and engineer fees reimbursable from the Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction exceed an aggregate of the Tenant Improvements or any $1,000. b. The Tenant Improvement Allowance Itemsshall be disbursed by Lessor to Lessee within ten (10) business days following the later of: (i) the last day that any mechanic’s lien can lawfully be recorded against the Premises, provided that Lessee has previously delivered to Lessor properly ink-executed mechanic’s lien releases in compliance with California Civil Code Section 3262(d)(4), as defined belowwell as ink-executed stop notice releases for any stop notices which may have been served on Lessor or Lessor’s lender, or other documentary evidence satisfactory to Lessor that neither Lessee’s contractor nor any subcontractor or laborer or materialman engaged by Lessee’s contractor has filed a mechanic’s lien against the Premises, and provided further that no suits are threatened against Lessor, Lessor’s lender, Lessee or the Premises, or in the alternative, all liens shall be bonded in accordance with the provisions of California Civil Code Section 3143, and all stop notices shall be bonded in accordance with the provisions of California Civil Code Section 3171; (ii) Lessee having opened the Premises for the conduct of its business; (iii) Lessee delivering to Lessor a statement prepared by Lessee’s contractor, in a total amount which exceeds form reasonably approved by Lessor, showing by trade the sum work completed; (iv) Lessee delivering to Lessor a schedule of and copies of any reasonably relevant invoices from all laborers, materialmen and Lessee’s contractor for labor rendered and materials delivered to the Premises, whether or not being paid for out of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms ; and (v) Lessee delivering to Lessor all of the Lease; providedfollowing: (a) copies of all required governmental permits (including without limitation any required health department permits), howevercertificates of insurance and business licenses, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval and (b) a copy of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end certificate of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to occupancy for the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, noncompleted signed-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. off inspection cards. c. Any portion of the Tenant Improvement Allowance which exceeds the Work Cost of the Tenant Improvements or is otherwise remaining undisbursed after June 30, 2009 shall thereafter belong to Lessor and shall no longer be disbursable to Lessee, it being agreed that is Lessee shall not disbursed be entitled to any credit, abatement or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights payment with respect theretoto such undisbursed component of the Tenant Improvement Allowance.

Tenant Improvement Allowance. Commencing as of January 1Tenant agrees to accept the New Premises in its current “as-is” condition, 2011, Tenant shall be entitled subject to use Landlord's obligation to provide the tenant improvement allowance (“Tenant Improvement Allowance”) described in the next sentence. The Tenant Improvement Allowance will be Thirty-Two Million Three Hundred Seventeen Thousand Three Hundred Dollars ($32,317,300.00) based on One Hundred Nine Dollars and 27/100 ($109.27) per rentable square feet in the New Premises. Construction of the tenant improvements for the New Premises (“New Premises Tenant Improvements”) shall be governed by Exhibit C to this Seventeenth Amendment and payment of the Tenant Improvement Allowance by Landlord shall be governed by the provisions of Paragraph 10 of Exhibit C to this Seventeenth Amendment. Subject to the approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, the New Premises Tenant Improvements shall include the right of Tenant to construct a private café and/or fitness facilities and/or medical, dental or vision facilities (the medical, dental, or vision facilities shall be collectively referred to as “Medical Facilities”) in the New Premises. The installation of any Medical Facilities in the New Premises shall be subject to compliance by Tenant with any applicable laws which are specific to Tenant's operations in the New Premises as a medical, dental or vision facility, including without limitation obtaining any professional or other similar licenses or permits for such use. Tenant shall be responsible, at Tenant’s sole risk and expense, for the treatment, storage, disposal and removal of any medical waste, infectious materials, toxic, radioactive or hazardous materials (all of which shall be deemed to be “Hazardous Materials” as defined in Section 2 of this AmendmentParagraph 26 below) used or occurring in the New Premises, for in a safe and responsible manner and in full compliance with all applicable laws, ordinances and regulations now in effect or hereinafter enacted, including without limitation the costs relating Occupational Safety and Health Administration’s Bloodborne Pathogen Regulations contained at C.F.R 29 §1910.103 et. seq. Notwithstanding anything contained herein to the design and construction of Tenant’s improvements or which are otherwise “contrary, the Tenant Improvement Allowance items,” shall be available to Tenant for use pursuant to Exhibit C of this Seventeenth Amendment at any time from and after the Effective Date through the Construction Termination Date (as that term is defined hereinafter defined), or, in Section 2.2.1the alternative, below Tenant may elect in writing on or before the Construction Termination Date to Landlord to apply up to Five Million Six Hundred Twenty Thousand Four Hundred Dollars (collectively, $5,620,400.00) (“Rent Credit”) of the Tenant Improvement Allowance as a credit against Rent due under the Lease or for future improvements to the New Premises (“Tenant Future Improvements”). In no event Notwithstanding anything in this Seventeenth Amendment or in Exhibit C of this Seventeenth Amendment to the contrary, the Tenant Improvement Allowance shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s used only for the construction of the New Premises Tenant Improvements (which includes architectural, engineering, Tenant’s project management fees, construction, low voltage cabling, relocation costs, third party move expenses, furniture and lobby security desk), the Permitted Costs (as defined in Paragraph 10 in Exhibit C to this Seventeenth Amendment), the Rent Credit, or for Future Improvements and if construction of the New Premises Tenant Improvements is not completed or if Tenant has not requested in writing that Landlord apply all or any portion of the Rent Credit, or reserve all or any portion of the Rent Credit for Future Improvements on or before September 30, 2021 (“Construction Termination Date”), then Landlord’s obligation to provide the Tenant Improvement Allowance Itemsshall terminate and become null and void, as defined below, and Tenant shall be deemed to have waived its rights in a total amount which exceeds the sum of and to the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, howeverNotwithstanding anything contained herein or in Exhibit C to this Seventeenth Amendment, Landlord may, by written notice shall have the right to issue a check to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term for all or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesRent Credit. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoobligation to remove or restore any existing improvements in the New Premises (including Tenant’s current data, phone and security cabling) existing as of the Effective Date or any stairwells between floors if added by Tenant.

Tenant Improvement Allowance. Commencing as (a) Landlord will make available the sum of January 1, 2011, Tenant shall be entitled $ minus amounts disbursed for relocation and moving expenses pursuant to use Article of the Lease (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for ) to defray the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction cost of the Tenant Improvements or any Tenant Improvement Allowance Itemsand certain related expenses, as defined belowmore fully set forth in Articles and of the Lease. (b) Beginning not sooner than 30 days after Tenant is provided access to the Premises and continuing not more often than once every 30 days thereafter, Tenant shall prepare and submit to Landlord a statement showing in reasonable detail amounts expended or incurred by Tenant pursuant to Articles and of the Lease which have not previously been paid for by Landlord. Each such statement shall be accompanied by canceled checks or receipted invoices and partial lien releases from any person or entity that has provided supplies or services to the Premises. In addition, each such statement shall include a total certification from Tenant that all sales taxes applicable to the Tenant Improvements have been paid, and that all labor and material for which payment is sought have been furnished and are satisfactory to Tenant. (c) Within 30 days after submission by Tenant of each such statement, Landlord shall reimburse Tenant for the expenses covered by Tenant’s statement, up to the amount which exceeds the sum of the Tenant Improvement Allowance. All If Landlord fails to make such payment, Tenant Improvements shall give Landlord notice of such failure and if such failures continues for 10 days after receipt of such notice, Tenant’s sole and exclusive remedy shall be to apply the amount of the defaulted payment (or payments, as the case may be) in reduction of Rent next due under the Lease. (d) Notwithstanding the foregoing, Landlord will, as an accommodation to Tenant, pay directly to Construction Company (“the GC”), or any other vendor, amounts due for labor and/or materials furnished in connection with the Tenant Improvements. In such event, Tenant shall submit invoices in lieu of canceled checks or paid bills as required by paragraph (b) above, accompanied by Tenant’s request for payment. Each such request shall include Tenant’s statement that it has approved the work for which the Tenant Improvement Allowance has been made available payment is requested. Any such payments shall be deemed Landlord’s property under for the terms account of Tenant and shall not create any contractual relationship between Landlord and the Lease; providedGC, howeveror any other vendor, or in any way obligate Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term GC or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove other vendor or any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination subcontractor or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretosupplier.

Tenant Improvement Allowance. Commencing as Subject to the terms and conditions of January 1this ▇▇▇▇▇▇▇▇▇ ▇, 2011, ▇▇▇▇▇▇▇▇ shall pay on behalf of Tenant shall be entitled up to use a maximum amount of Fifty Eight Thousand One Hundred Sixty-Six and 25/100 Dollars ($58,166.25) (or a maximum of $3.75 per rentable square foot of Premises) for the “construction of Tenant Improvements in the Premises (the "Tenant Improvement Allowance”"), as defined including without limitation, all architectural and engineering fees incurred in Section 2 of this Amendmentconnection therewith, for the costs relating to the design project and construction of Tenant’s improvements or which are otherwise “management fees, real property improvements, and all sums payable to Landlord as provided in Paragraph 4 below. The Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under paid as follows: upon the terms presentation of invoices to Landlord from Tenant or the Lease; providedperson performing the work or rendering the services or providing the materials and such supporting documentation as Landlord may reasonably require, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvementsidentification of the work completed and/or material supplied, mechanic lien releases and certificates of payment issued by the Tenant's Architect and Tenant's designated representative, Landlord shall pay such invoices on or before the fifteenth (15th) which constitute standardday of the following month to the person performing the work or rendering the services or providing the materials. Notwithstanding anything to the contrary contained herein or in the Lease, non-extraordinary improvements for ordinary officethe obligation of Landlord to make any one or more payments pursuant to the provisions of this Paragraph 3 shall be suspended without further act of the parties during any such time as there exists an Event of Default by Tenant under the Lease. The Tenant Improvement Allowance must be utilized by Tenant, laboratory and/or Larc uses in biotech facilitiesif at all, prior to March 1,2000. Any portion As of such date, Tenant shall forfeit any remaining balance of the Tenant Improvement Allowance that is Tenant has not disbursed or allocated for disbursement by December 31, 2013, shall revert utilized pursuant to Landlord and the terms of this EXHIBIT C. Tenant shall have no further rights with respect theretobear the cost of any and all Tenant Improvements to the Premises in excess of the Tenant Improvement Allowance.

Tenant Improvement Allowance. Commencing as Landlord shall provide Tenant an allowance (The 'Tenant Improvement Allowance') which shall be applied to the cost of January 1, 2011, the construction of Tenant Improvements (the 'Tenant Improvements') in the Premises (excluding Tenant's trade fixtures) and which shall be in an amount of Thirty-Four Thousand Nine Hundred Forty-Two Dollars ($34,942) which is based on 17,471 rentable square feet multiplied by $2.00 per rentable square foot. Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, responsible for the costs relating to the design and construction cost of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the all Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum excess of the Tenant Improvement Allowance. All As used herein, the phrase 'cost of the construction of Tenant Improvements' shall mean and refer to all costs expended by Tenant relative to the construction of Tenant Improvements, which shall include, but shall not be limited to, costs of equipment, material and labor; contractor's field overhead and fees; cost of preparation of 1988 Southern California Chapter Initials ________ of the Society of Industrial and Office Realtors, Inc. (Multi-Tenant Gross Form) preliminary space plans and specifications and working drawings; governmental agency fees relating to said construction; costs of any requirements regarding construction which are imposed by any federal, state or local governmental entity or agency which are not reflected in the approved Plans and Specifications for the Tenant Improvements; sales and use taxes (but not real property taxes); permits; plan check fees; bonds; demolition; and other costs directly related to the construction of the Tenant Improvements. Upon completion of the Tenant Improvements, Tenant shall provide for Landlord a certification by Tenant of the cost of such construction and a copy of the final unconditional certificate of occupancy for the Premises issued by the city of San Diego and a certification by Tenant's general contractor that the Tenant Improvements for which have been constructed in a good and workmanlike manner in accordance with the Plans and Specifications as defined in subparagraph B, below, and that all sums owing to subcontractors, materialmen, laborers and other persons having mechanics' lien rights have been paid (or, if any payment is in good faith disputed, have been adequately bonded). Landlord shall reimburse Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms amount of the Lease; providedconstruction costs, howeverup to $34,942, Landlord may, by written notice to Tenant given concurrently with Landlord’s within twenty (20) days of receipt and approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior items listed above. Landlord may withhold up to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter fifteen percent (including, without limitation, Larc improvements15%) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance until thirty-five (35) days after the recordation of a notice of completion to help ensure that is not disbursed all mechanic's lien claims have been paid or allocated provided for. No part of the Tenant Improvement Allowance may be expended for disbursement by December 31, 2013, costs other than the costs of the construction of Tenant Improvements which shall revert to Landlord and be deemed Leasehold Improvements. Tenant shall have no further rights with respect theretobe permitted to remove all trade fixtures that they install into the Premises.

Tenant Improvement Allowance. Commencing Subject to any restrictions, conditions or limitations expressly set forth in this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of January 1Landlord and Tenant, 2011the cost of construction of the Tenant Improvements shall be paid by Landlord up to the amount set forth in Section 5 of the Summary (the “Tenant Improvement Allowance”), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises, less any reduction in or charge against such amount expressly allowed to be made from the Tenant Improvement Allowance pursuant to any applicable provisions of the Lease or of this Tenant Work Letter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance (and Additional TI Allowance, if Tenant elects to use such amounts), including (but not limited to) any costs or cost increases incurred as a result of Tenant Delays, governmental requirements or unanticipated conditions (unless caused by Landlord or otherwise disallowed pursuant to Section 2(d)(i) of this Tenant Work Letter), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the “entire Tenant Improvement Allowance (and Additional TI Allowance”, as defined if Tenant elects to use such amounts) toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in Section 2 of the Lease or in this Amendment, for the costs relating Tenant Work Letter) prior to the design and construction being required to expend any of Tenant’s improvements or which are otherwise “own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance items,” shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as that term is defined Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, and (ii) except as otherwise expressly provided in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise expressly approved by Landlord in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Leasewriting, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is which has not disbursed been claimed or allocated for disbursement drawn by December 31Tenant prior to July 1, 20132019, shall revert expire and shall no longer be available to Landlord and Tenant shall have no further rights with respect theretothereafter.

Tenant Improvement Allowance. Commencing Subject to any restrictions, conditions or limitations expressly set forth in this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of January 1Landlord and Tenant, 2011the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $2,119,095.00 (the "Tenant Improvement Allowance"), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “entire Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, toward the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or any Tenant Improvement Allowance Items, as defined below, charges set forth in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to in this Tenant Work Letter (including, without limitation, Larc improvementsLetter) which constitute standard, non-extraordinary improvements prior to being required to expend any of Tenant’s own funds for ordinary office, laboratory and/or Larc uses in biotech facilitiesthe Tenant Improvements. Any portion The funding of the Tenant Improvement Allowance that is not disbursed shall be made on a monthly basis or allocated for disbursement at other convenient intervals mutually approved by December 31, 2013, shall revert to Landlord and Tenant and in all other respects shall have be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no further rights circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials, if any, but with respect thereto.to removal and remediation of any such Hazardous Materials, only to the extent such removal or remediation is required by Applicable Laws enforced as of the date of this Lease for improvements in the Premises generally (as opposed to the specific Tenant Improvements) and to the extent the same required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary occupancy density;(b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the contract amount stated in the contract with the General Contractor, as approved by Tenant (not to be unreasonably withheld), except for increases set forth in change orders approved by Tenant; (d) wages, labor and overhead for overtime and premium time unless approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed); (e) attorneys' fees incurred in connection with negotiation of construction contracts, and attorneys' fees, experts' fees and other costs in connection with disputes with third parties; (f) interest and other costs of financing construction costs; (g) costs incurred as a consequence construction defects or default by a contractor; (h) costs as a consequence of casualties; (i) penalties and late charges attributable to Landlord’s failure to pay construction costs, and (j) costs due to compliance with any soil management plan for the Project or its appendices 8377633.2 (8383465.1) EXHIBIT B -▇- ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ I Limited Partnership [Britannia Point Eden] [Pulse Biosciences, Inc.]

Tenant Improvement Allowance. Commencing as of January 1, 2011, Landlord agrees to provide an allowance to Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined Expansion Work in Section 2.2.1, below an amount equal to Thirty-Five Dollars (collectively, $35.00) per rentable square foot of the Expansion Area (the “Tenant ImprovementsConstruction Allowance”). In no event The Construction Allowance may be allocated by Tenant in its sole discretion to the cost of Tenant’s Work, and shall be used solely and entirely for space planning, preparation of Tenant’s Plans and construction drawings, architectural, project management and engineering fees, permitting, demolition costs and construction costs to construct Tenant’s Expansion Work. The Construction Allowance shall be requested by and disbursed to Tenant in the following manner: During the construction of any of Tenant’s Expansion Work with respect to which Tenant desires to have the Construction Allowance applied, and in accordance with the commercially reasonable terms and conditions typically imposed upon a Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s a construction of the Tenant Improvements or any Tenant Improvement Allowance Itemsloan agreement, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (includingas, without limitation, Larc improvements) which constitute standardretainage, non-extraordinary improvements lien waiver, and other requisition conditions, Tenant shall, on a monthly basis (as the Tenant’s contractor submits to Tenant its application for ordinary officepayment), laboratory and/or Larc uses in biotech facilities. Any portion deliver to Landlord a requisition for payment showing the costs of the Tenant Improvement Allowance that is not disbursed or allocated Tenant’s Expansion Work in question and the amount of the current payment requested from Landlord for disbursement by December 31from the Construction Allowance within thirty (30) days after receipt of Tenant’s requisition. Payments made on account of Tenant’s requisitions shall be made from the Construction Allowance. Following the completion of any such Tenant’s Expansion Work, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretodeliver to the Landlord, within ninety (90) days of completion, a statement showing the final costs of such Tenant’s Expansion Work, the amounts paid to date, or on behalf of the Tenant, and any amounts available for release of retainage.

Tenant Improvement Allowance. Commencing as Landlord shall make available to Tenant a tenant improvement allowance of January 1, 2011, Tenant shall be entitled up to use $25,000 in the aggregate (the “Tenant Improvement TI Allowance”, as defined in Section 2 of this Amendment, ) for the costs relating to construction and expansion of restrooms located in the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below Premises (collectively, the “Tenant Improvements”). In no event Except as otherwise provided in this Section 3, the TI Allowance shall be available only for the design and construction of Tenant Improvements in the Premises. Tenant acknowledges that upon the expiration of the Term of the Lease, the Tenant Improvements shall become the property of Landlord and may not be obligated removed by Tenant. Notwithstanding anything to make disbursements the contrary contained herein, the TI Allowance shall not be used to purchase any furniture, personal property or other non-Building system materials or equipment, including, but not limited to, Tenant’s voice or data cabling, non-ducted biological safety cabinets and other scientific equipment not incorporated into the Premises. Except for the TI Allowance, Tenant shall be solely responsible for all of the costs of the Tenant Improvements. The Tenant Improvements shall be treated as Alterations and shall be undertaken pursuant to this Section 12 of the Lease. The contractor for the Tenant Work Letter Improvements shall be selected by Tenant, subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or otherwise in connection delayed. Prior to the commencement of the Tenant Improvements, Tenant shall deliver to Landlord a copy of any contract with Tenant’s contractors, and certificates of insurance from any contractor performing any part of the Tenant Improvements evidencing industry standard commercial general liability, automotive liability, “builder’s risk”, and workers’ compensation insurance. Tenant shall cause the general contractor to provide a certificate of insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (if any) as additional insureds for the general contractor’s liability coverages required above. During the course of design and construction of the Tenant Improvements, Landlord shall reimburse Tenant for the cost of the Tenant Improvements once a month against a draw request in Landlord’s standard form, containing evidence of payment of the applicable costs and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of Tenant Improvements (and prior to any final disbursement of the TI Allowance) Tenant shall deliver to Landlord the following items: (i) sworn statements setting forth the names of all contractors and subcontractors who did work on the Tenant Improvements and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans for the Tenant Improvements. Notwithstanding the foregoing, if the cost of the Tenant Improvements exceeds the TI Allowance, Tenant shall be required to pay such excess in full prior to Landlord having any obligation to fund any of the TI Allowance. The TI Allowance shall only be available for use by Tenant for the construction of the Tenant Improvements in the Premises until the date that is 6 months after the mutual execution and delivery of this First Amendment by the parties, and any portion of TI Allowance which has not been disbursed by Landlord on or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds before until the sum date that is 6 months after the mutual execution and delivery of this First Amendment by the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available parties shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, forfeited and not be available for use by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”, as defined ) in Section 2 of this Amendmentthe amount equal to Five Hundred Eighty-Seven Thousand Three Hundred Fifty Dollars ($587,350.00), for the costs relating to the initial design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Premises (collectively, the “Tenant Improvements”)) and installed during the period (the “Improvement Period”) from and after the date of execution of the Second Amendment until the date which is six (6) months after the Second Expansion Space Commencement Date; provided, however, that Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance to Tenant (i) with respect to any disbursement request made by Tenant for Tenant Improvements constructed or installed after the expiration of the Improvement Period, and (ii) with respect to any disbursement request made by Tenant after the date which is sixty (60) days after the expiration of the Improvement Period. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant be entitled to remove upon termination receive any cash payment or expiration of this Lease, credit against rent or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, otherwise for any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance that which is not disbursed or allocated used to pay for disbursement by December 31, 2013, shall revert the Tenant Improvement Allowance Items (as such term is defined below). The portion of the Tenant Improvements that relate only to Landlord and the Second Expansion Space are referred to herein as the “Second Expansion Space Tenant shall have no further rights with respect theretoImprovements”.

Tenant Improvement Allowance. Commencing as Landlord shall make available to Tenant an allowance in the amount of January 1[***]per rentable square foot in the Premises (i.e., 2011, Tenant shall be entitled to use [***]) (the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, ) for the costs relating to the design and construction of Tenant’s improvements or which are otherwise Improvements by Tenant in accordance with Exhibit A attached hereto and made a part hereof by this reference. Out of the Allowance (and not in addition to it) Tenant may use up to [***] per rentable square foot for furniture, fixtures, and equipment (“FF&E”) (i.e., [***]). The Allowance shall be available for disbursement to the Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1commencing on the Effective Date through December 31, below 2026 (collectively, the “Tenant ImprovementsOutside Allowance Date”). In no event shall Landlord Up to [***] in FF&E costs may be obligated incurred prior to make disbursements pursuant the Effective Date and charged to this Tenant Work Letter or otherwise in connection with Tenant’s construction the FF&E portion of the Allowance, provided that Landlord will disburse such FF&E costs to Tenant Improvements on the later of (a) the Effective Date, or (b) thirty (30) days after ▇▇▇▇▇▇ has delivered its request for disbursement and paid invoices for the same. The Outside Allowance Date shall be extended day for day for each day of Landlord Delay or Force Majeure delay. As used herein, a “Landlord Delay” shall mean any Tenant Improvement Allowance Items, as defined below, actual delay in a total amount which exceeds the sum completion of the Tenant Improvement AllowanceImprovements as a result of Landlord’s material breach or material default under this Ninth Amendment; or Landlord’s failure to allow contractors access to the Building or Premises as scheduled in advance with the Building’s property manager or ▇▇▇▇▇▇▇▇’s and receipt of written approval for such access. All Tenant Improvements for which the Tenant Improvement Allowance has been made available No Landlord Delay shall be deemed Landlord’s property under the terms of the Lease; provided, however, to have occurred unless and until ▇▇▇▇▇▇ has delivered to Landlord may, by a factually correct written notice to Tenant given concurrently with Landlord’s approval of (the “Final Working DrawingsLandlord Delay Notice”) to Landlord, as that term is defined in Section 3.3, below, require Tenant, prior specifying the bona fide action or inaction which Tenant contends constitutes the Landlord Delay and ▇▇▇▇▇▇▇▇ has failed to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by cure such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter Delay within three (including, without limitation, Larc improvements3) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesbusiness day. Any portion assertion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement Landlord Delay may be reasonably and in good faith disputed by December 31, 2013, shall revert to Landlord and Tenant the parties shall have meet and confer to resolve such dispute not later than ten (10) business days after the Landlord Delay Notice is delivered (during which time no further rights with respect theretoLandlord Delay shall be deemed to occur). .

Tenant Improvement Allowance. Commencing as Landlord shall contribute to the cost of January 1, 2011, the Tenant shall be entitled to use Improvements a one-time tenant improvement allowance (the “"Tenant Improvement Allowance”") in the amount of up to, as defined but not exceeding Five Million Six Hundred Fifty-Four Thousand One Hundred Sixty Dollars ($5,654,160.00 (i.e., One Hundred Twenty Dollars ($120.00) per rentable square foot of the Premises based on 47,118 rentable square feet in Section 2 of this Amendmentthe Premises), to help pay for the costs relating to of the design design, permitting and construction of Tenant’s 's improvements or which are otherwise “Tenant Improvement Allowance items,” permanently affixed to the Premises and depicted in the approved Final Working Drawings, as that such term is defined in Section 2.2.1, below (collectively, the “"Tenant Improvements”"). Except as otherwise expressly agreed to by Tenant, in no event shall costs incurred by Landlord prior to the date hereof for the design of the Tenant Improvements be deducted from the Tenant Improvement Allowance. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available and in no event shall Landlord be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice obligated to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following disburse any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, Allowances (as defined below) beyond that Landlord date which is eighteen (18) months after the Lease Commencement Date (the "TIA Cutoff Date"). Tenant shall not require Tenant be entitled to remove upon termination receive any cash payment or expiration of this Lease, credit against Rent or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, otherwise for any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance or the Additional Allowance which is not used to pay for the Tenant Improvement Allowance Items (as defined below). Notwithstanding anything above to the contrary, in the event there exists an Over-Allowance Amount (as defined in Section 4.3.1 below), Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay such Over-Allowance Amount, to require Landlord to provide a one-time additional improvement allowance (the "Additional Allowance") in the amount not to exceed Twenty Dollars ($20.00) per rentable square foot of the Premises, (i.e., up to Nine Hundred Forty-Two Thousand Three Hundred Sixty Dollars ($942,360.00) based on 47,118 rentable square feet in the Premises). In the event Tenant exercises such option and as consideration for Landlord providing such Additional Allowance to Tenant, the Base Rent payable by Tenant throughout the entire one hundred twenty-six (126) month initial 843078.08/SD374622-00033/8-4-16/MLT/dek Exhibit ▇-▇- ▇▇▇▇▇▇▇ ▇▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇▇▇▇, Inc.] Lease Term ("Amortization Period") shall be increased by an amount sufficient to fully amortize such Additional Allowance throughout said one hundred twenty-six (126) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of nine percent (9%) per annum (the "Amortization Rent"), subject to the following provisions regarding Tenant's right to pay off the Additional Allowance early. By way of illustration, if Tenant utilizes the entire Additional Allowance then the initial Base Rent payable by Tenant under this Lease shall be increased by $0.25 per rentable square feet (with an initial start rate of $5.05 per rentable square foot and the Base Rent schedule set forth in Section 8 of the Summary shall be revised to reflect such increased Base Rent for all time periods under this Lease. Such revised Base Rent schedule shall be memorialized in an amendment to this Lease to be executed by Landlord and Tenant. In the event the Lease shall terminate for any reason, including, without limitation, as a result of an Event of Default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the Additional Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 2.1, shall become immediately due and payable as unpaid rent which has been earned as of such termination date. In addition, in no event shall the Amortization Rent be abated for any reason whatsoever. The Tenant Improvement Allowance and the Additional Allowance may collectively be referred to herein as the "Allowances". Notwithstanding anything above to the contrary, Tenant shall have the right, to be exercised by written notice to Landlord at any time during the first thirty-six (36) months of the Lease Term, to pay to Landlord the entirety of the Additional Allowance utilized by Tenant. In the event that Tenant makes such election, then Landlord shall provide Tenant with a calculation of the Additional Allowance amount that is owed (less any reduction of the same based on the Amortization Rent component of Base Rent previously paid by Tenant (if any) ("Landlord's Cost Calculation"). Tenant shall pay the amount set forth in Landlord's Cost Calculation (provided it is not disbursed or allocated for disbursement by December 31, 2013, shall revert to in error) within ten (10) days after Tenant's receipt thereof and Landlord and Tenant shall have promptly execute an amendment which will reflect such payment of the Additional Allowance, shall include a revised Base Rent schedule to reflect that Tenant is no further rights with respect theretolonger obligated to pay Amortization Rent, and shall confirm that no interest shall accrue on the Additional Allowance after the date of payment.

Tenant Improvement Allowance. Commencing as of January 1, 2011the date of this Lease, Tenant shall be entitled to use an improvement allowance (the “"Tenant Improvement Allowance”, as defined ") in the amount set forth in Section 2 5 of this Amendment, the Summary for the costs relating to the design and construction of Tenant’s improvements 's improvements, refurbishment work and other renovations to be performed by Tenant in and adjacent to the Premises or which are otherwise “"Tenant Improvement Allowance itemsItems,” " as that term is defined in Section 2.2.1, below (collectively, the “"Tenant Improvements”"). In no event shall Landlord be obligated For the avoidance of doubt, Tenant is not required to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of expend the Tenant Improvements or any Tenant Improvement Allowance Itemsor the Additional TI Allowance equally across the Premises and may, as defined belowfor example, in a total amount which exceeds the sum expend most of the Tenant Improvement AllowanceAllowance and the Additional TI Allowance in Building 900. All Tenant Improvements that have been paid for which with or reimbursed from the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s 's approval of the “"Final Working Drawings”", as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this LeaseTerm, at Tenant’s 's expense, to remove any portion of the Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a condition with removed systems components capped, Building standard general office ceiling tiles in good condition; provided, however, that and sheet rock and floors patched and repaired to match existing conditions of the remainder of the Premises. Landlord approves in concept and shall not require Tenant to remove upon termination any of the Tenant Improvements to the extent shown on the Space Plan attached hereto as Schedule 1. The Tenant Improvement Allowance may not be used by Tenant for the purchase or expiration installation of this Leasefurniture, fixtures or equipment (other than an autoclave and glasswash), or condition its approval upon Tenant’s agreement to remove upon termination for telephone or expiration of this Leasedata cabling, or any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesother personal property. Any portion of the Tenant Improvement Allowance that is as to which Tenant has not disbursed or allocated for properly requested disbursement by the later of December 31, 20132019 and the date that is fourteen (14) months after all of the Premises have been delivered to Tenant in the required condition (the “Outside Allowance Date”), shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1, 2011the Lease Commencement Date, Tenant shall be entitled to use a one-time improvement allowance in the aggregate amount of $2,400,000.00 which is comprised of (i) $1,600,000 (the “Tenant Existing Premises Improvement Allowance”, as defined in Section 2 of this Amendment), for the costs relating to the design and construction of Tenant’s improvements improvements, which are permanently affixed to the Existing Premises only (the “Existing Premises Improvements”) or which are otherwise “Tenant Improvement Allowance itemsItems,” as that term is defined in Section 2.2.1, below below, and (collectivelyii) $800,000.00 (the “Expansion Premises Improvement Allowance”) for the costs relating to the design and construction of Tenant’s improvements which are permanently affixed to the Expansion Premises only (the “Expansion Premises Improvements”) or which are Tenant Improvement Allowance Items. Collectively, the Expansion Premises Improvements and the Existing Premises Improvements are the “Tenant Improvements” and collectively the Existing Premises Improvement Allowance and the Expansion Premises Improvement Allowance are the “Tenant Improvement Allowance”. Tenant hereby acknowledges and agrees that (A) Tenant shall not be entitled to receive more than $500,000.00 of the Existing Improvement Allowance during the calendar year 2016, and (B) Tenant shall not be entitled to receive any portion of the Expansion Premises Improvement Allowance until the earlier to occur of (a) the date upon which the Expansion Confirmation Notice is delivered to Landlord or (b) September 16, 2017 (assuming the Expansion Termination Notice has not been timely delivered by Tenant, as Tenant shall forfeit any and all rights to the Expansion Premises Improvement Allowance in the event the Expansion Termination Notice is timely delivered to Landlord). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly following any earlier termination of this the Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this the Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this the Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesoffice use. Any portion of the Existing Premises Improvement Allowance that is not disbursed or requested for disbursement by the end of the first twelve (12) months following the Expansion Commencement Date (or, in the event that Tenant timely exercises the Expansion Termination Notice, by September 15, 2018), shall revert to Landlord and Tenant shall have no further rights with respect thereto, and any portion of the Expansion Premises Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013the end of the first twelve (12) months following the Expansion Commencement Date, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing 5.1. During the fifteen (15) month period commencing on the date this Agreement shall be executed and delivered by the parties and expiring on the date (the “Alterations Outside Completion Date”) which shall be the last day of such fifteen (15) month period, subject to extension by reason of Force Majeure (as of January 1, 2011such term is defined below), Tenant shall be entitled perform and complete extensive alterations and improvements constituting Tenant’s Work in and to use (i) the Premises and (ii) the Broadway side lobby and passenger elevator cabs in the Building which may include (and which are contemplated to include) new wall finishes, new lobby attendant reception desk, new interior lighting, new stainless steel stair doors, new paint finishes, new security system, new flooring and new digital tenant directory in the lobby, and new paneling, new flooring and new lighting in the elevator cabs (all of such alterations and improvements in and to the Premises and the Broadway side lobby and passenger elevator cabs in the Building are hereinafter collectively referred to as “Tenant Improvement AllowanceTenant’s Alterations”, as defined in Section 2 of this Amendment, for and the costs relating to the design and construction portion of Tenant’s Alterations consisting of such alterations and improvements or to the Broadway side lobby and passenger elevator cabs in the Building which are expressly specified and set forth above are hereinafter collectively referred to as the “Lobby and Elevator Alterations”) costing not less than a minimum of $2,000,000.00 for all of Tenant’s Alterations. Such minimum required cost of Tenant’s Alterations in the amount of $2,000,000.00 shall be inclusive of (a) reasonable costs incurred by Tenant (limited for purposes of meeting such required minimum cost to the sum of $135,000.00) to perform the Lobby and Elevator Alterations and (b) so-called “soft costs” such as costs for architectural fees and engineering fees (limited for purposes of meeting such required minimum cost to the sum of $200,000.00). The reasonable cost of the Lobby and Elevator Alterations, limited to the sum of $135,000.00, together with soft costs not exceeding the lesser of (i) ten (10%) percent of the total cost of Tenant’s Alterations or (ii) $255,017.50, are hereinafter collectively referred to as the “Included Costs”. In accordance with the applicable provisions of the Lease, Tenant shall submit to Owner, for Owner’s review and approval, proposed complete and detailed architectural, mechanical and engineering plans and specifications in respect of Tenant’s Alterations. Tenant shall not commence Tenant’s Alterations unless and until Tenant shall have received Owner’s final written approval of Tenant’s plans and specifications in respect thereof in accordance with the applicable provisions of the Lease. Tenant’s contractors for the performance of Tenant’s Alterations shall be reputable, licensed, third party contractors reasonably satisfactory to Owner. 5.2. Owner shall contribute up to, but not more than, the aggregate sum of $2,550,175.00 in connection with the performance by Tenant of Tenant’s Alterations, by providing Tenant with a credit against Fixed Rent first becoming due after the completion of Tenant’s Alterations, as more particularly hereinafter set forth. Notwithstanding anything set forth herein to the contrary, Owner shall not be obligated to pay or contribute more than $2,550,175.00 on account of any of Tenant’s Alterations. 5.3. Subject to and conditioned upon Tenant’s completion by the Alterations Outside Completion Date, time being of the essence, of Tenant’s Alterations costing not less than a minimum of $2,000,000.00, inclusive of the Included Costs, and otherwise in accordance with all of the applicable provisions of the Lease including, without limitation, all of the provisions of this Section 5, an amount (“Tenant Improvement Allowance items,” Tenant’s Rent Credit”) equal to the lesser of (i) the total cost of Tenant’s Alterations, inclusive of the Included Costs, which shall be completed by the Alterations Outside Completion Date, time being of the essence, and otherwise in accordance with all of the applicable provisions of the Lease including, without limitation, all of the provisions of this Section 5 (such total cost is hereinafter referred to as that term is defined in Section 2.2.1the “Completed Tenant’s Alterations Cost”) or (ii) $2,550,175.00, below shall be offset against the monthly installments of Fixed Rent first becoming due under the Lease commencing as of the date (collectivelyhereinafter, the “Tenant’s Rent Credit Commencement Date”) which shall be the first day of the calendar month (but in no event earlier than April 1, 2013) immediately following the date that Owner shall have received all of the following documents from Tenant: (i) a certificate signed by Tenant Improvements”and Tenant’s architect certifying (1) that Tenant’s Alterations have been completed in accordance with the plans and specifications approved by Owner, (2) the aggregate amount paid by Tenant for the performance of Tenant’s Alterations and (3) that Tenant has paid in full for all costs incurred in connection with Tenant’s Alterations; (ii) lien waivers and paid receipts from all contractors, subcontractors, materialmen and other persons with respect to all work done or supplies or equipment furnished in respect of Tenant’s Alterations as set forth in the aforementioned certification, and evidence reasonably satisfactory to Owner to the effect that there has not been, and shall not be, filed with respect to the Building or any part thereof or any improvement thereon, any mechanic’s or other like liens arising out of Tenant’s Alterations; and (iii) all approvals, certificates and sign-offs required by any and all governmental and municipal entities having or asserting jurisdiction over the Building or the performance of Tenant’s Alterations. Notwithstanding the provisions of the immediately preceding sentence, however, if the Completed Tenant’s Alterations Cost shall be greater than $2,000,000.00 but less than $2,550,175.00, then Tenant’s Rent Credit shall be in an amount equal to the sum of (i) $2,000,000.00 plus (ii) fifty (50%) percent of the difference between (A) the Completed Tenant’s Alterations Cost less (B) $2,000,000.00(1). All of the documentation referred to in this Section 5.3 must be reasonably satisfactory to Owner in form and substance. Notwithstanding anything to the contrary in the Lease or this Section 5, if by the Alterations Outside Completion Date, time being of the essence, Tenant shall fail to (i) complete Tenant’s Alterations costing not less than a minimum of $2,000,000.00, inclusive of the Included Costs, (ii) deliver to Owner all of the aforementioned certificates, lien waivers and other documents, or (iii) pay in full for all costs incurred by Tenant in connection with Tenant’s Alterations, then in any such event, Tenant hereby waives any and all rights to receive any credit or offset whatsoever against Fixed Rent including, without limitation, all or any portion of Tenant’s Rent Credit, or any other consideration with regard to Tenant’s Alterations. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction Rent Credit exceed $2,550,175.00,and the costs incurred by Tenant for the performance of all of Tenant’s Alterations which are utilized for purposes of meeting the minimum required cost of $2,000,000.00 as well as for purposes of determining the amount of the Tenant Improvements Completed Tenant’s Alterations Cost and the amount of Tenant’s Rent Credit shall be limited to reasonable amounts. Further, notwithstanding anything to the (1) By way of example and not of limitation, if the Completed Tenant’s Alterations Cost shall be $2,400,000.00, then Tenant’s Rent Credit shall be in the amount of $2,200,000.00, calculated as follows: (i) $2,000,000.00 plus (ii) 50% x ($2,400,000.00 - $2,000,000.00) = $2,200,000.00. contrary in the Lease or any Tenant Improvement Allowance Itemsthis Section 5, as defined below, in a total amount which exceeds if the sum reasonable cost of the Lobby and Elevator Alterations which shall be completed and paid for by Tenant Improvement Allowance. All Tenant Improvements for by the Alterations Outside Completion Date, time being of the essence, shall be less than $135,000.00, then the amount by which the Tenant Improvement Allowance has been made available reasonable cost of the Lobby and Elevator Alterations which shall be deemed Landlord’s property under completed and paid for by Tenant by the terms Alterations Outside Completion Date, time being of the Lease; providedessence, however, Landlord may, by written notice shall be less than $135,000.00 (such amount is hereinafter referred to Tenant given concurrently with Landlord’s approval of as the “Final Working DrawingsLobby and Elevator Alterations Shortfall”) shall be deducted from Tenant’s Rent Credit, as that term is defined in Section 3.3, below, require Tenant, prior and Tenant hereby waives any and all rights to receive any credit or offset against Fixed Rent or other consideration with regard to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements Lobby and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoElevator Alterations Shortfall.

Tenant Improvement Allowance. Commencing as of January 1, 2011the Delivery Date, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 5 of the Summary to this AmendmentLease, for the costs relating to the initial design and construction of Tenant’s improvements improvements, which are permanently affixed to the Premises or which are otherwise “Tenant Improvement Allowance itemsItems,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements which are deemed Specialty Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, provided that Landlord Tenant shall not require Tenant have the right to remove upon termination or expiration certain movable equipment and trade fixtures pursuant to the terms of this Leasethe Lease (except those which are installed utilizing the Tenant Improvement Allowance). Notwithstanding the foregoing, or condition its approval upon Tenant’s agreement Landlord hereby agrees that Tenant shall have no obligation to remove upon any of the improvements depicted on Schedule 1 attached hereto at the expiration or earlier termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesthe Lease Term. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 20132021 (the “Outside Allowance Date”), shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”, as defined ) in Section 2 the amount of this AmendmentTwo Hundred Eight Thousand One Hundred Seventy and 00/100 Dollars ($208,170.00) or Forty-Five Dollars and 00/100 ($45.00) per square foot, for the costs relating to the initial design and construction of Tenant’s improvements or improvements, which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Expansion Premises (collectively, the “Tenant Improvements”). In Except as provided in Section 2.2 below, in no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of Tenant Improvement Allowance. In the event that the Tenant Improvement AllowanceAllowance is not fully utilized by Tenant by one (1) year after the later date this Amendment is executed by Landlord and Tenant, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, ; however, Landlord maythat notwithstanding the foregoing, upon request by written notice to Tenant given concurrently with at the time of Tenant’s request for Landlord’s approval review of the “Final Space Plan and/or the Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior Landlord shall notify Tenant whether any of the Tenant Improvements will be required to be removed pursuant to the end of the Lease Term or promptly following any earlier termination terms of this LeaseSection 2.1. Notwithstanding the foregoing or anything to the contrary in this Amendment , at Tenant’s expense, Tenant shall not be required to remove any Tenant Improvements Improvements, which are normal and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general customary business office conditionimprovements; provided, however, that in any event Landlord shall not may require Tenant to remove upon termination all (i) rolling files and structural supports, (ii) built-in or expiration high-density file systems, (iii) any supplemental HVAC system installed by Tenant, (iv) any structural improvements, and (v) any security or information technology systems installed by or on behalf of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoExpansion Premises.

Tenant Improvement Allowance. Commencing Except as set forth in this paragraph, no agreement of January 1Landlord to alter, 2011remodel, decorate, clean or improve the Premises, and no representation regarding the condition of the Premises has been made by or on behalf of Landlord or relied upon by Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 under or by reason of this Amendment, Tenant having agreed to accept the Premises for the costs relating Term in an “AS-IS, WHERE-LOCATED” condition. Notwithstanding the foregoing, and subject to Section 15 of the Lease, in connection with alterations or additions to the design Premises undertaken by Tenant as permitted by this Exhibit D (as defined here and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectivelybelow, the “Tenant ImprovementsWork”), Landlord shall pay that portion of the total cost thereof up to an amount equal to Five Thousand Seven Hundred Seventy-Two and 00/100 Dollars ($5,772.00) (the “Tenant Allowance”) (representing the product of $2.00 per rentable square foot contained in the Premises), which may be applied to the following “Tenant Work”: any construction-related costs (including, without limiting the foregoing, (a) costs related to labor and materials related to any demolition, construction, plumbing, carpeting, decorating, and electrical work; and (b) any so-called “soft costs” related to any construction-related costs). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction pay more than the actual out of pocket costs of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total Work up to the amount which exceeds the sum of the Tenant Improvement Allowance, and Tenant shall be responsible for all other costs thereof. All Tenant Improvements for which Landlord shall pay the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms to Tenant in one or more increments within thirty (30) days of receipt of a statement therefor from Tenant along with (i) copies of invoices showing payment by Tenant of the Lease; providedTenant Work then completed, however, Landlord may, and (ii) lien waivers from all contractors and subcontractors. The Tenant Allowance must be used by written notice to Tenant given concurrently with Landlord’s approval of on or before the “Final Working Drawings”, as date that term is defined in Section 3.3, below, require Tenant, prior to eighteen (18) months from the end of the Lease Term or promptly following any earlier termination date of this LeaseAmendment, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, retain any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance that Allowance. THIS CONFIDENTIALITY AGREEMENT (this "Agreement"), dated as of ____________, is not disbursed or allocated entered into by _______________, a ________("Tenant"), and ___________________________________ ("Auditor"), for disbursement by December 31the benefit of FSP __________________ Corp., 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoa Delaware corporation ("Landlord").

Tenant Improvement Allowance. Commencing as A. Subject to Tenant's compliance with the provisions of January 1this Exhibit B, 2011, Landlord shall provide to Tenant shall be entitled to use an allowance in the “amount of twenty nine thousand eight hundred forty and 00/100 dollars and ($29,840.00) (the "Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for ") to construct and install only the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvements. The Tenant Improvement Allowance items,” shall be used to design, prepare, plan, obtain the approval of, construct and install the Tenant Improvements and for no other purpose. Except as that term is defined otherwise expressly provided herein, Landlord shall have no obligation to contribute the Tenant Improvement Allowance unless and until the Construction Documents have been approved by Landlord and Tenant has complied with all requirements set forth in Section 2.2.1Paragraph 4.C. of this Exhibit B. The costs to be paid out of the Tenant Improvement Allowance shall include all reasonable costs and expenses associated with the design, below preparation, approval, planning, construction and installation of the Tenant Improvements (collectivelythe "Tenant Improvement Costs"), including all of the following: (i) All costs of the Preliminary Plans and Specifications, the “Final Plans and Specifications, and the Construction Documents, and engineering costs associated with completion of the State of California energy utilization calculations under Title 24 legislation; (ii) All costs of obtaining building permits and other necessary authorizations from local governmental authorities; (iii) All costs of interior design and finish schedule plans and specifications including as-built drawings, if applicable; (iv) All direct and indirect costs of procuring, constructing and installing the Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise Improvements in the Premises, including, but not limited to, the construction fee for overhead and profit and the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by the Contractor in connection with Tenant’s the construction of the Tenant Improvements; provided, however, that the construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services shall not exceed amounts which are reasonable and customary for such items in the local construction industry; (v) All fees payable to the Architect and any engineer if they are required to redesign any portion of the Tenant Improvements or any following Tenant's and Landlord's approval of the Construction Documents; (vi) Utility connection fees; (vii) Inspection fees and filing fees payable to local governmental authorities, if any; (viii) All costs of all permanently affixed equipment and non-trade fixtures provided for in the Construction Documents, including the cost of installation; and, The Tenant Improvement Allowance Itemsshall be the maximum contribution by Landlord for the Tenant Improvement Costs, as defined and the disbursement of the Tenant Improvement Allowance is subject to the terms contained herein below, in . Landlord will make payments to Tenant from the Tenant Improvement Allowance to reimburse Tenant for Tenant Improvement Costs paid or incurred by Tenant. Payment of the CM Fee shall be the first payment from the Tenant Improvement Allowance and shall be made by means of a total amount which exceeds the sum of deduction or credit against the Tenant Improvement Allowance. All Tenant Improvements for which other payments of the Tenant Improvement Allowance shall be by progress payments not more frequently than once per month and only after satisfaction of the following conditions precedent: (a) receipt by Landlord of conditional mechanics' lien releases for the work completed and to be paid by said progress payment, conditioned only on the payment of the sums set forth in the mechanics' lien release, executed by the Contractor and all subcontractors, labor suppliers and materialmen; (b) receipt by Landlord of unconditional mechanics' lien releases from the Contractor and all subcontractors, labor suppliers and materialmen for all work other than that being paid by the current progress payment previously completed by the Contractor, subcontractors, labor suppliers and materialmen and for which Tenant has received funds from the Tenant Improvement Allowance to pay for such work; (c) receipt by Landlord of any and all documentation reasonably required by Landlord detailing the work that has been made available shall be deemed Landlord’s property under completed and the terms materials and supplies used as of the Lease; provideddate of Tenant's request for the progress payment, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvementsinvoices, bills, or statements for the work completed and the materials and supplies used; and (d) which constitute standardcompletion by Landlord or Landlord's agents of any inspections of the work completed and materials and supplies used as deemed reasonably necessary by Landlord. Except for the CM Fee payment (credit), non-extraordinary improvements for ordinary officeTenant Improvement Allowance progress payments shall be paid to Tenant within fourteen (14) days from the satisfaction of the conditions set forth in the immediately preceding sentence. The preceding notwithstanding, laboratory and/or Larc uses all Tenant Improvement Costs paid or incurred by Tenant prior to Landlord's approval of the Construction Documents in biotech facilitiesconnection with the design and planning of the Tenant Improvements by Architect shall be paid from the Tenant Improvement Allowance, without any retention, within fourteen (14) days following Landlord's receipt of invoices, bills or statements from Architect evidencing such costs. Any portion Notwithstanding the foregoing to the contrary, Landlord shall be entitled to withhold and retain five percent (5%) of the Tenant Improvement Allowance that or of any Tenant Improvement Allowance progress payment until the lien-free expiration of the time for filing of any mechanics' liens claimed or which might be filed on account of any work ordered by Tenant or the Contractor or any subcontractor in connection with the construction and installation of the Tenant Improvements. B. Landlord shall not be obligated to pay any Tenant Improvement Allowance progress payment or the Tenant Improvement Allowance retention if on the date Tenant is not disbursed entitled to receive the Tenant Improvement Allowance progress payment or allocated the Tenant Improvement Allowance retention Tenant is in default of this Lease. Such payments shall resume upon Tenant curing any such default within the time periods which may be provided for disbursement by December 31in the Lease. C. Should the total cost of constructing the Tenant Improvements be less than the Tenant Improvement Allowance, 2013, the Tenant Improvement Allowance shall revert be automatically reduced to Landlord and Tenant shall have no further rights with respect theretothe amount equal to said actual cost.

Tenant Improvement Allowance. Commencing as of January 1, 2011, (a) Tenant shall be entitled to use a one-time Tenant allowance in the amount of up to, but not exceeding, $1,035,552.00 (“Tenant Improvement Allowance”, as defined in Section 2 of this Amendment), for the costs relating to the initial design and construction of Tenant’s improvements or which are otherwise “the Tenant Improvements; provided, however, that Tenant may only utilize up to $369,840 of the Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1for the purchase and installation of Movable Improvements, below (collectively, and up to $73,968 of the “Tenant Improvements”)Improvement Allowance for the installation of cabling within the Premises. In no event shall Landlord be obligated to make disbursements pursuant with respect to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, pursuant to the Lease in a total amount which exceeds the sum Tenant Improvement Allowance and in the event that the total cost of the Tenant Improvements shall exceed the Tenant Improvement Allowance, then Tenant shall be solely and exclusively responsible for such excess costs. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the LeaseLease and shall revert to Landlord upon termination of the Lease for any reason, it being understood and agreed that Tenant shall have no ownership interest whatsoever in the Tenant Improvements; provided, howeverhowever that, Landlord may, by written notice to Tenant given concurrently with at Landlord’s approval election, to be made any time before the expiration of the “Final Working Drawings”Lease, Tenant shall, at its sole cost and expense, remove all Communications Equipment (or such portions thereof required by Landlord) and shall restore the Designated Areas (as that term is defined in Section 3.3, below, require Tenant, ) to the condition they were prior to the end installation of the Lease Term Communications Equipment. Any unused portion of Tenant Improvement Allowance shall not be disbursed to Tenant. (b) Tenant shall be responsible for designing, constructing and installing, and hereby agrees to use diligent efforts to construct and install in a good and workmanlike manner, all the Tenant Improvements on or promptly following any earlier termination before the date that is six (6) months from the date hereof. The design, construction and installation of this Lease, at the Tenant Improvements shall hereinafter be referred to as the “Tenant’s expense, Work”. Tenant shall have the right to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of use the Tenant Improvement Allowance that is in any portion of the Premises. (c) Tenant’s selection of any contractor (“Tenant’s Contractor”) or architect (“Tenant’s Architect”) in connection with the construction of the Tenant Improvements shall be subject to Landlord’s reasonable prior written approval, which shall not disbursed be unreasonably withheld, conditioned or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretodelayed.

Tenant Improvement Allowance. Commencing Upon completion of all or a portion of the Tenant Improvements, Tenant may make one or more requests in writing for a disbursement of a portion of the Tenant Improvement Allowance (which disbursement requests may not be made more frequently than monthly and may not be made for a disbursement request of less than $50,000 per request, excluding, however, the final disbursement of the Tenant Improvement Allowance). Each disbursement request shall include (a) a reasonably detailed description of the completed portion of the Tenant Improvements, (b) the total cost of the completed Tenant Improvements, and (c) copies of paid invoices evidencing the actual, out-of-pocket expenses incurred by Tenant for the completed Tenant Improvements. For thirty (30) days after receipt of Tenant’s request for disbursement, Landlord shall have the right to review such submission and have its building supervisor or property manager inspect the Property and verify that the portion of the Tenant Improvements for which a portion of the Tenant Improvement Allowance is then requested have been completed in accordance with the Tenant’s Plans, as approved by Landlord, and this Exhibit “B”. It shall be a condition precedent to any disbursement of January 1the Tenant Improvement Allowance that Tenant shall have furnished to Landlord executed unconditional partial or final mechanics lien releases from Tenant’s Contractors and all other parties (if any) who performed such work in connection with the applicable portion of Tenant Improvements as set forth in Section 3(g) of this Exhibit “B”. Subject to such review, 2011inspection and the conditions set forth in this Exhibit “B”, Landlord shall disburse to Tenant the portion of the Tenant Improvement Allowance requested within forty-five (45) days after the date of Tenant’s written request therefor. Any request for disbursement of the Tenant Improvement Allowance shall be made by Tenant within twenty four (24) months of the date of the Amendment, which twenty four (24) month period may be reasonably extended due to Force Majeure Delays, as defined below (“TI Deadline”). In the event that Tenant fails to complete the Tenant Improvements and properly request the Tenant Improvement Allowance on or prior to the TI Deadline, Tenant shall be entitled deemed to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating have forfeited any and all right to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or receive any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum then-undisbursed portion of the Tenant Improvement Allowance. All Tenant Improvements for which Notwithstanding the Tenant Improvement Allowance has been made available foregoing, in no event shall Landlord be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice required to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following pay any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed at any time during which default by Tenant has occurred under this Lease and remains outstanding. For purposes of this Work Letter, “Force Majeure Delay(s)” shall include, without limitation, strikes, lockouts or allocated for disbursement by December 31labor disputes, 2013inability to obtain labor or materials or reasonable substitutes therefor, shall revert unusual weather conditions, acts of God or the public enemy, acts of terrorism, condemnation, civil commotion, fire of other casualty, shortage of fuel, willful or negligent action or omission of a Landlord Party, action or nonaction of public utilities or of local, state or federal governments or authorities affecting the Tenant Improvements or the ability to Landlord and Tenant shall have no further rights with respect theretoobtain permits or entitlements, or any other events, acts or conditions which are beyond the reasonable control of Tenant.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a tenant improvement allowance (the “"Tenant Improvement Allowance”") in the total amount of up to, as defined in Section 2 but not exceeding $31.25 per rentable square foot of this Amendmentthe Premises (including the Initial Premises and any Must-Take Space added to the Premises during the initial ten (10) years of the Term), for the costs relating to the initial design and construction of Tenant’s 's improvements or which are otherwise “permanently affixed to the Premises (the "Tenant Improvements"); provided, however, that Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance items,” to Tenant unless Tenant makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to that date which is twelve (12) months after the applicable Commencement Date for the applicable portion of the Premises (as that term is defined in Section 2.2.1, below (collectivelyapplicable with respect to each portion of the Premises, the “"Outside Allowance Date"); the Outside Allowance Date shall be delayed, on a day for day basis, for each day that the design or construction of the Tenant Improvements”)Improvements within such portion of the Premises is delayed due to Force Majeure Events or Landlord Delay. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant be entitled to remove upon termination receive any cash payment or expiration of this Lease, credit against Rent or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, otherwise for any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any unused portion of the Tenant Improvement Allowance that which is not disbursed used to pay for the Tenant Improvement Allowance Items (as such term is defined below). In no event shall the Tenant Improvement Allowance be used for purposes of constructing improvements in the Premises for purposes of offering space for sublease or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretothe benefit of a subtenant.

Tenant Improvement Allowance. Commencing as Landlord shall provide Tenant with the Allowance specified on the Reference Page in accordance with the provisions of January 1, 2011, Exhibit “B”. Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, he responsible for the costs relating to the design and construction extent that the cost of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this such Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of shall exceed the Tenant Improvement Allowance. All Any amount of Tenant Improvements Improvement Allowance not spent on the Tenant Work shall be made available to Tenant for which architectural design services, engineering costs, moving costs, telephone and computer equipment costs, and if not used for any of the foregoing shall be provided to Tenant in the form of rent abatement. If the cost of the Tenant Work shall exceed the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; providedAllowance, however, Landlord Tenant may, by written notice to Tenant given concurrently with Landlord’s approval Landlord within ten (10) days of the “Final Working Drawings”Rent Commencement Date, as that term is defined in Section 3.3, below, require Tenant, prior elect to add such additional costs (up to but not exceeding the sum of $2,625,000; the total of such additional costs added to the end Annual Rent is hereinafter called “Additional Costs”) to the Annual Rent due during the initial Term of the Lease by adjusting the Annual Rent, and the Annual Rent shall immediately be adjusted by adding an amount to the Annual Rent for each such lease year equal to the cost of amortizing the Additional Costs over such initial Term or promptly following any earlier termination with imputed interest at the rate of this Lease9.75% per year. For example, at if the Additional Costs are $1 million, Monthly Rent during the initial Term shall he increased by $12,607.46. Landlord’s obligation to fund the Allowance shall be secured by the Guaranty (the “Guaranty”) in the form of Exhibit “H” from Lone Star Opportunity Fund. Tenant agrees that, if in Tenant’s expensereasonable determination, Landlord has provided Tenant with another mechanism to adequately secure Landlord’s obligation to fund the Allowance, Tenant shall, to remove any Tenant Improvements and to repair any damage to such extent, release or reduce the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoGuaranty.

Tenant Improvement Allowance. Commencing Landlord understands that Tenant shall require certain construction and renovation work to the Demised Premises in order for the Demised Premises to be suitable as office space for Tenant's business purposes (the "Tenant Work"). Landlord shall provide to Tenant an allowance for the Tenant Work of January 1Twenty-Three Thousand Eight Hundred Twenty-Three Dollars ($23,823.00) ($3.00 per rentable square foot for the Demised Premises) (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be available for use by Tenant throughout the Term of the Agreement and for any space currently leased by Tenant. Tenant shall have the right to select any contractor or subcontractors to perform the Tenant Work, 2011so long as Tenant provides Landlord advance notice of the name of the contractor or subcontractors to perform the Tenant Work and Landlord approves the contractor and the contractor provides Landlord with a liability insurance certificate indicating a minimum of $1,000,000.00 in liability insurance protection. Prior to commencement of the Tenant Work, Tenant shall be entitled submit to use Landlord a description of the “Tenant Improvement Allowance”Work in reasonable detail, as defined in Section 2 of this Amendment, including building plans and specifications for the costs relating to Demised Premises (if any) (the design and construction of Tenant’s improvements "Plans") for approval by Landlord, which approval shall not be unreasonably withheld or which are otherwise “delayed. The Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below or any portion thereof shall be paid by Landlord within thirty (collectively, 30) days following submittal by Tenant to Landlord of invoices or other reasonable documentation evidencing the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this cost for the Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any portion thereof. If the Tenant Improvement Allowance Itemsis not paid by Landlord within the time provided for in this Section/but only if Tenant is not in default as to any of the terms, provisions and covenants of this Agreement, Tenant shall have the right to offset the monthly payment of Rent as defined below, provided for in a total this Agreement up to the amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined Any costs incurred in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.performing the

Tenant Improvement Allowance. Commencing as A. Subject to Tenant’s compliance with the provisions of January 1this Exhibit A, 2011, Landlord shall provide to Tenant shall be entitled to use an allowance in the amount of Three Hundred Thirty-One Thousand Sixty Dollars and 00/100 dollars and ($331,060.00) (the “Tenant Improvement Allowance”) to construct and install only the Tenant Improvements. The Tenant Improvement Allowance shall be used to design, prepare, plan, obtain the approval of, construct and install the Tenant Improvements and for no other purpose. Except as otherwise expressly provided herein, Landlord shall have no obligation to contribute the Tenant Improvement Allowance to the Tenant Improvement Costs (as defined below) unless and until the Construction Documents have been approved by Landlord and Tenant has complied with all requirements set forth in Section 2 Paragraph 4.C. of this Amendment, for the costs relating Exhibit A. In addition to the design foregoing, Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance to Tenant unless Tenant makes a progress payment request pursuant to the terms and conditions of Section 5.B. below prior to September 30, 2008. The costs to be paid out of the Tenant Improvement Allowance shall include all reasonable costs and expenses associated with the design, preparation, approval, planning, construction and installation of Tenant’s improvements or which are otherwise the Tenant Improvements, including the items expressly set forth in Exhibit A-2, (the “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1Costs”), below including all of the following: (collectivelyi) All costs of the Preliminary Plans and Specifications, the “Final Plans and Specifications, and the Construction Documents, and engineering costs associated with completion of the State of California energy utilization calculations under Title 24 legislation: (ii) All costs of obtaining building permits and other necessary authorizations from local governmental authorities; (iii) All costs of interior design and finish schedule plans and specifications including as-built drawings, if applicable; (iv) All direct and indirect costs of procuring, constructing and installing the Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise Improvements in the Premises, including, but not limited to, the construction fee for overhead and profit and the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by the Contractor in connection with Tenant’s the construction of the Tenant Improvements; provided, however, that the construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services shall not exceed amounts which are reasonable and customary for such items in the local construction industry; (v) All fees payable to the Architect and any engineer if they are required to redesign any portion of the Tenant Improvements or any following Tenant’s and Landlord’s approval of the Construction Documents; (vi) Utility connection fees, if any; (vii) Inspection fees and filing fees payable to local governmental authorities, if any; (viii) All costs of all permanently affixed equipment and non-trade fixtures provided for in the Construction Documents, including the cost of installation; and, (ix) A construction management fee payable to Landlord in the amount of five percent (5%) of the Tenant Improvement Allowance Items(the “CM Fee”). The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the Tenant Improvement Costs, as defined belowand the disbursement of the Tenant Improvement Allowance is subject to the terms contained hereinbelow. B. Except for payment of the CM Fee, in and subject to Section 5.A. above, Landlord will make payments to Tenant from the Tenant Improvement Allowance to reimburse Tenant for Tenant Improvement Costs paid or incurred by Tenant. Payment of the CM Fee shall be made by means of a total amount which exceeds the sum of deduction or credit against the Tenant Improvement Allowance. All Tenant Improvements for which other payments of the Tenant Improvement Allowance shall be by progress payments not more frequently than once per month and only after satisfaction of the following conditions precedent: (a) receipt by Landlord of conditional mechanics’ lien releases for the work completed and to be paid by said progress payment, conditioned only on the payment of the sums set forth in the mechanics’ lien release, executed by the Contractor and all subcontractors, labor suppliers and materialmen; (b) receipt by Landlord of unconditional mechanics’ lien releases from the Contractor and all subcontractors, labor suppliers and materialmen for all work other than that being paid by the current progress payment previously completed by the Contractor, subcontractors, labor suppliers and materialmen and for which Tenant has received funds from the Tenant Improvement Allowance to pay for such work; (c) receipt by Landlord of any and all documentation reasonably required by Landlord detailing the work that has been made available completed and the materials and supplies used as of the date of Tenant’s request for the progress payment, including, without limitation, invoices, bills, or statements for the work completed and the materials and supplies used; and (d) completion by Landlord or Landlord’s agents of any inspections of the work completed and materials and supplies used as deemed reasonably necessary by Landlord. Except for the CM Fee payment (credit), Tenant Improvement Allowance progress payments shall be deemed Landlord’s property under paid to Tenant within fourteen (14) days from the terms satisfaction of the Lease; providedconditions set forth in the immediately preceding sentence. The preceding notwithstanding, however, Landlord may, all Tenant Improvement Costs paid or incurred by written notice Tenant prior to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”Construction Documents in connection with the design and planning of the Tenant Improvements by Architect shall be paid from the Tenant Improvement Allowance, as that term is defined in Section 3.3without any retention, belowwithin fourteen (14) days following Landlord’s receipt of invoices, require Tenant, prior bills or statements from Architect evidencing such costs. Notwithstanding the foregoing to the end of the Lease Term or promptly following any earlier termination of this Leasecontrary, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant be entitled to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter withhold and retain five percent (including, without limitation, Larc improvements5%) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance or of any Tenant Improvement Allowance progress payment until the date that is thirty (30) days after Substantial Completion. C. Landlord shall not disbursed be obligated to pay any Tenant Improvement Allowance progress payment or allocated the Tenant Improvement Allowance retention if on the date Tenant is entitled to receive the Tenant Improvement Allowance progress payment or the Tenant Improvement Allowance retention Tenant is in default of the Lease. Such payments shall resume upon Tenant curing any such default within the time periods which may be provided for disbursement by December 31in the Lease. D. Should the total cost of constructing the Tenant Improvements be less than the Tenant Improvement Allowance, 2013, the Tenant Improvement Allowance shall revert be automatically reduced to Landlord and Tenant shall have no further rights with respect theretothe amount equal to said actual cost.

Tenant Improvement Allowance. Commencing as of January 1, 2011the Execution Date, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 5 of the Summary to this AmendmentLease, for the costs relating to the initial design and construction of Tenant’s improvements improvements, which are permanently affixed to the Premises or which are otherwise “Tenant Improvement Allowance itemsItems,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; , provided, however, that Landlord shall may not require Tenant to remove upon termination any Alterations which are otherwise consistent with typical tenant improvements in the biotechnology or expiration of this Leasepharmaceutical industries. Landlord hereby acknowledges and agrees that the following do not need to be removed if installed: clean suites, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, and any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilitiesoffice space. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31February 28, 20132020, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing Subject to any restrictions, conditions or limitations expressly set forth in this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of January 1Landlord and Tenant, 2011the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $10,283,355.00 (the “Tenant Improvement Allowance”), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “entire Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, toward the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or any Tenant Improvement Allowance Items, as defined below, charges set forth in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to in this Tenant Work Letter (including, without limitation, Larc improvementsLetter) which constitute standard, non-extraordinary improvements prior to being required to expend any of Tenant’s own funds for ordinary office, laboratory and/or Larc uses in biotech facilitiesthe Tenant Improvements. Any portion The funding of the Tenant Improvement Allowance that is not disbursed shall be made on a monthly basis or allocated for disbursement at other convenient intervals mutually approved by December 31, 2013, shall revert to Landlord and Tenant and in all other respects shall have be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no further rights circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the Premises, if any, but with respect theretoto removal and remediation of any such Hazardous Materials, only to the extent such removal or remediation is required by Applicable Laws enforced as of the date of this Lease for improvements in the Premises generally (as opposed to the specific Tenant Improvements) and to the extent the same required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary occupancy density; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the contract amount stated in the contract with the General Contractor, as approved by Tenant (not to be unreasonably withheld), except for increases set forth in change orders approved by Tenant; (d) wages, labor and overhead for overtime and premium time unless approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed); (e) attorneys’ fees incurred in connection with negotiation of construction contracts, and attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (f) interest and other costs of financing construction costs; (g) costs incurred as a consequence construction defects or default by a contractor; (h) costs as a consequence of casualties; and (i) penalties and late charges attributable to Landlord’s failure to pay construction costs.

Tenant Improvement Allowance. Commencing Landlord shall establish the Tenant ---------------------------- Improvement Allowance as set forth in the Lease, which shall be used by Landlord solely for the design and installation of January 1the Tenant Improvements. In the event Tenant elects to require Landlord to provide the Above Standard Tenant Improvement Allowance pursuant to Section 1.3 of the Lease, 2011, references to the "Tenant Improvement Allowance" in this Work Letter shall be deemed to include such additional amount. Tenant shall be entitled have the right to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, for the “Cost of Tenant Improvements”)Improvement. In no event shall the Tenant Improvement Allowance be used to pay for costs of Tenant's furniture or other personal property, which shall be paid for by Tenant at its sole cost and expense. If the Cost of Tenant Improvements is less than the Tenant Improvement Allowance, Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction shall retain such excess portion of the Tenant Improvement Allowance as its sole and separate property and Tenant shall have no rights or claims to it whatsoever, nor shall Tenant be entitled to any credit as a result of such excess. Notwithstanding anything to the contrary contained in this Work Letter, if at any time Landlord determines in its reasonable judgment that the Cost of Tenant Improvements or any will exceed the Tenant Improvement Allowance Items("Excess Cost of Tenant Improvements"), as defined belowTenant shall deposit with Landlord, in a total ---------------------------------- cash, the amount which exceeds of such Excess Cost of Tenant Improvements as provided in Section 2.6 of the sum Lease, to be disbursed by Landlord following full disbursement of the Tenant Improvement Allowance. All Tenant Improvements for The balance of any amount so deposited which is not so applied, if any, shall be returned to Tenant, without interest, following completion of, and full payment for, the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoImprovements.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating Prior to the design Commencement Date and construction of during Tenant’s continuing occupancy of the Premises, Landlord shall supervise the design, construction and installation of certain additional improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below the Premises (collectively, the “Tenant Improvements”) in accordance with the Plans (as hereinafter defined) and the following terms and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part of the Allowance (as hereinafter defined)), prepare the plans for the design, construction and installation of the Tenant Improvements (the “Plans”) which shall be subject to Landlord’s prior written approval, such approval not to be unreasonably withheld, and said engineer and contractor shall construct such Tenant Improvements in accordance with the Plans. The final Plans, as reviewed and approved by Landlord and Tenant, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars ($4.50) per rentable square foot of the Premises (the “Allowance”) toward only the following costs: (i) any cost of installing the Tenant Improvements on an “as completed” basis which is performed in accordance with the Plans and related to the work to be done for the purpose of preparing the Premises for Tenant’s occupancy and use, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee equal to four percent (4.0%) of the total cost of constructing the Tenant Improvements to be paid to Landlord, which total cost of constructing Tenant Improvements shall not include the design costs for architectural, mechanical, plumbing and electrical design; provided, however, Tenant may elect to use a portion of the Allowance for costs associated with Tenant’s telephone and data cable lines installed in the Premises to which a construction management fee shall not be applied. In the event that either prior to the commencement of the installation of the Tenant Improvements or at any time during or following the installation of the Tenant Improvements, the cost of the Tenant Improvements exceeds the Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Tenant Improvements so that the cost exceeds the Allowance, then Tenant shall be responsible for promptly paying such increased costs within thirty (30) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the Tenant Improvements shall be agreed to in advance by Landlord and Tenant. In no event shall Landlord be obligated have any obligation to make disbursements pursuant disburse any portion of the Allowance after the one year anniversary of the Commencement Date. Notwithstanding the foregoing, Tenant shall have the right to this Tenant Work Letter apply any unused portion of the Allowance (not to exceed Twenty-Nine Thousand Three Hundred Sixty-Two and 50/100 Dollars ($29,362.50)) to one (1) monthly installment of Minimum Rental coming due hereunder at any time prior to November 30, 2007. Any savings or otherwise in connection with Tenant’s construction unused portion of the Allowance after the Tenant Improvements or any Tenant Improvement Allowance Items, are completed and after the application of one (1) months Minimum Rental (as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available hereinabove provided) shall be deemed retained by Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “Tenant Improvement Allowance”, as defined ) in Section 2 the amount of this Amendment, One Hundred Eighty Five Thousand and 00/100 Dollars ($185,000.00) for the costs relating to the initial design and construction of Tenant’s improvements or improvements, which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Expansion Premises (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term Term, or promptly given following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a EXHIBIT B -1- ▇▇▇▇▇▇▇▇▇ Pointe Grand Business Park [First Amendment] [KaloBios Pharmaceuticals, Inc.] Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant (a) Landlord shall be entitled to use provide the “Tenant Improvement Allowance”, ” to be applied to “Tenant’s Construction Costs” (both as defined in Section 2 the Work Letter) pursuant and subject to the terms of the Work Letter. (b) Subject to the terms of this AmendmentSection 2.07(b), for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as provided that term is defined in Section 2.2.1there does not exist a Default under this Lease, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum after application of the Tenant Improvement Allowance. All Allowance to the Tenant’s Construction Costs in accordance with the Work Letter, Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of Landlord (the “Final Working DrawingsElection Notice”), as that term is defined in Section 3.3, below, require Tenant, prior elect to the end of the Lease Term or promptly following apply any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected unused portion of the Premises Tenant Improvement Allowance to a Building standard general office condition; provided“FF&E Costs” (as hereinafter defined) pursuant and subject to the terms of Section 2.07(b)(i) below, however, that Landlord shall not require to costs incurred by Tenant to remove upon termination or expiration perform the installation work contemplated by Section 7.04(a) of this LeaseLease (the “Pit Installation Work”) pursuant and subject to the terms of Section 2.07(b)(ii) below, or condition its approval upon Tenant’s agreement and/or to remove upon termination or expiration amounts that Tenant is required to reimburse to Landlord under Article 21 of this LeaseLease pursuant and subject to the terms of Section 2.07(b)(iii) below. (i) As used herein, any the term “FF&E Costs” means the actual, out-of-pocket expenses incurred by Tenant Improvements constructed pursuant to this Tenant Work Letter purchase and install in the Leased Premises furniture, fixtures, and equipment (including, without limitation, Larc improvements) which constitute standardracking, nondistribution-extraordinary improvements for ordinary officerelated equipment, laboratory and/or Larc uses machinery, and assembly line equipment). However, in biotech facilities. Any no event shall FF&E Costs include any costs incurred by Tenant to perform the Pit Installation Work (Tenant may apply unused portion of the Tenant Improvement Allowance to costs incurred by Tenant to perform the Pit Installation Work pursuant and subject to Section 2.07(b)(ii) below, but such costs shall not be deemed to be FF&E Costs). If Tenant elects to apply any unused portion of the Tenant Improvement Allowance to FF&E Costs, Tenant shall specify the portion of the Tenant Improvement Allowance to be so applied in the Election Notice, and the Election Notice must be accompanied by invoices from Tenant evidencing expenditure of such sums by Tenant. To the extent that is not disbursed any of the FF&E Costs pertain to work which could create lien rights in favor of third parties as to any portion of the Leased Premises or allocated for disbursement by December 31Building (as opposed to any of Tenant’s personal property), 2013, shall revert the Election Notice must also be accompanied lien waivers and other documents in form and substance reasonably satisfactory to Landlord which are sufficient under the laws of the State of Georgia to extinguish all such lien rights. Landlord shall reimburse Tenant for such actual, out-of-pocket expenses promptly upon receipt of the Election Notice and Tenant shall have no further rights with respect theretosuch materials.

Tenant Improvement Allowance. Commencing as During the initial Lease Term, Landlord shall pay to Tenant in accordance with this Section 8.6 an amount not to exceed the amount of January 1, 2011, Tenant shall be entitled to use $5,000.00 (the “Tenant Improvement Allowance”), provided as defined of the date on which Landlord is required to make any payment or credit thereof, (i) this Lease is in Section 2 of full force and effect, and (ii) no default under this Amendment, for the costs relating to the design Lease shall have occurred and construction of Tenant’s improvements or which are otherwise “be continuing. The Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms payable on account of the Lease; provided(i) costs of labor directly related to, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage materials delivered to the Premises in connection with, any Alterations performed by Tenant during the initial Lease Term, and Building caused (ii) costs, incurred by such removal Tenant during the initial Lease Term, of furniture and return equipment (inclusive of wiring and white boards) acquired for use in the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord Premises. Tenant shall not require Tenant be entitled to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, receive any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance not actually expended by Tenant pursuant to the immediately preceding sentence. Upon the occurrence of the date that is the day following the expiration of Lease Month 62, any amount of the Tenant Improvement Allowance that has not been previously disbursed or allocated for disbursement shall be retained by December 31Landlord. Landlord shall make payments, 2013from time to time but not more frequently than once per month, shall revert of any applicable portion of the Tenant Improvement Allowance to Tenant within thirty (30) days after submission by Tenant to Landlord of a written requisition therefor, signed by the chief financial officer of Tenant and accompanied by (A) copies of paid invoices covering Tenant’s performance of all Alterations theretofore approved by Landlord in accordance with this Article 8 or copies of paid invoices for any costs described in item (ii) above, (B) a written certification from Tenant’s architect stating that all Alterations described on such invoices (if applicable) have been completed in accordance with the final plans therefor, that such work has been paid in full by Tenant and that all contractors, subcontractors and material suppliers have delivered to Tenant final, unconditional waivers and releases of lien with respect to such work (copies of which shall be included with such architect’s certification), (C) proof of the satisfactory completion of all required inspections and the issuance of any required approvals and sign-offs by all governmental bodies having jurisdiction over the Building with respect to any Alterations performed by Tenant, (D) final “as-built” plans and specifications for any Alterations performed by Tenant, and (E) such other documents and information as Landlord may reasonably request. Tenant shall have no further rights with respect theretopay all costs of Alterations in excess of the Tenant Improvement Allowance.

Tenant Improvement Allowance. Commencing as Provided that: (i) the Tenant’s Work concerning the Expansion Space is completed in accordance with this Exhibit B on or before December 31, 2004, (ii) on the Commencement Date if there is no Event of January 1Default at that time and (iii) the Lease is in full force and effect, 2011, Landlord shall reimburse Tenant shall be entitled for Tenant’s actual construction costs up to use a maximum of Two Hundred Ten Thousand Dollars ($210,000.00) (the “Expansion Space Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “). The Expansion Space Tenant Improvement Allowance items,” as that term is defined shall be paid by Landlord, and Tenant shall construct the tenant improvements for the Expansion Space, in Section 2.2.1, below accordance with Exhibit B to the Lease (collectively, Tenant Improvements to the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction Premises) and Article 6 of the Tenant Improvements or any Lease. The Expansion Space Tenant Improvement Allowance Items, as defined below, shall be paid directly to Tenant in a total amount which exceeds the sum three (3) equal progress payments equal to 30% of the applicable Expansion Space Tenant Improvement Allowance. All The first progress payment shall be paid after it has been mutually agreed that one third of the Tenant’s Work for the Expansion Space has been satisfactorily completed as reasonably determined by the parties; the second progress payment shall be paid after it has been mutually agreed that two thirds of the Tenant’s Work for the expansion space has been satisfactorily completed as reasonably determined by the parties; and the third progress payment shall be paid after it has been mutually agreed that 100% of the Tenant’s Work for the Expansion Space has been satisfactorily completed as reasonably determined by the parties. Landlord shall pay each progress payment within thirty (30) days after receipt from Tenant Improvements of a request for which payment, together with copies of submitted invoices, certification from Tenant’s architect concerning the appropriate percentage of work completed and all unconditional waiver and release upon progress payment for material and labor from Tenant’s contractor, subcontractors and suppliers, subject to Landlord’s reasonable verification concerning satisfaction of quality and the percentage of work completed as reasonably determined by the parties. The remaining 10% of the Expansion Space Tenant Improvement Allowance shall be paid within sixty (60) days following proper recordation of a Notice of Completion for the Tenant’s Work relating to such expansion space, upon commencement of Tenant’s business within the expanded Premises, and subject to satisfaction of the following conditions: (i) Tenant must have completed the Tenant’s Work for the Expansion Space in accordance with the Landlord approved final Plans and specifications. (ii) Tenant has submitted a complete set of “as built” plans and specifications for the Expansion Space to Landlord. (iii) Tenant has provided to Landlord copies of all insurance certificates required under this Lease. (iv) A final, unconditional certificate of occupancy for the Premises has been made available shall be deemed issued by the appropriate governmental agency, and a copy thereof provided to Landlord. (v) Tenant has provided Landlord with properly executed mechanics lien releases in compliance with California Civil Code Section 3262(d)(4) from Tenant’s property under Contractor, subcontractors and suppliers performing work in the terms Expansion Space. (vi) Tenant has provided Landlord all construction warranties and guarantees in connection with the construction of the LeaseTenant’s Work in the Expansion Space to the extent obtained. (vii) Landlord has inspected and approved the Tenant’s Work in the Expansion Space and is reasonably satisfied that the Tenant’s Work in the Expansion Space has been performed in a good and workmanlike manner in accordance with the approved Plans; provided, however, Landlord mayno such inspection shall impose any liability upon Landlord, by written notice to nor absolve Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, Contractor from liability for any defect or failure to remove any Tenant Improvements and to repair any damage to comply with the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretorequirements hereof.

Tenant Improvement Allowance. Commencing Tenant acknowledges that except as otherwise described herein, the Premises are leased to Tenant for the First Renewal Term in its “as-is” condition as of the date of this Amendment and that Landlord is not obligated to make any improvements to the Premises. At anytime during the period of January 1, 2015 – December 31, 2016, Tenant, at Tenant’s request, shall have the right to make such improvements to the Premises as are approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Landlord hereby grants Tenant an allowance not to exceed One Million Five Hundred Thirty Thousand Seventy Five and 00/100 Dollars ($1,530,075.00) (the “Allowance”) towards the costs of such improvements. Such improvements shall be subject to the provisions of Section 10 of the Lease. Tenant shall be responsible for preparing all construction documents (“Tenant’s Construction Documents”), subject to Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall submit to Landlord completed construction documents for Landlord’s review and approval. Within ten (10) business days following Landlord’s receipt of the Tenant Construction Documents, Landlord shall review, and in Landlord’s reasonable discretion, either approve the same or notify Tenant of Landlord’s objections thereto and, if applicable, Landlord’s proposed modifications. If Landlord has any objections to the Tenant Construction Documents, Landlord shall identify such objections in a written notice to Tenant. Within five (5) business days of receiving Landlord’s objections, Tenant shall address the objections and deliver revised Tenant Construction Documents to Landlord for approval in the same manner. The Tenant Construction Documents shall conform to all Legal Requirements applicable to the Tenant Work, and to Landlord’s rules and regulations concerning Building safety, fire and protection of persons from injury. Notwithstanding the foregoing, Landlord’s approval of the Tenant Construction Documents shall not constitute a representation or warranty by Landlord that the Tenant Construction Documents are in compliance with building codes or other applicable laws. Tenant’s improvements shall be referred to as the “Tenant’s Work.” Tenant shall apply for and obtain all required permits and deliver copies thereof to Landlord prior to commencing Tenant’s Work. In such event, Landlord shall disburse the Allowance in accordance with the following provisions: 2.1 The Allowance shall be disbursed to Tenant on a progress payment basis. Proper draw requests submitted by the 20th day of any calendar month shall be paid by the 15th day of the following calendar month. Each of Landlord’s progress payments shall be limited to an amount equal to the aggregate amounts theretofore paid by Tenant (as certified by Tenant’s architect) to Tenant’s contractors, subcontractors, material suppliers, and vendors, and which have not been subject to previous disbursements from the Allowance. Tenant shall withhold from its general contractor, and shall require its general contractor to withhold from each subcontractor, a retainage equal to ten percent (10%) of each progress payment made until the Tenant’s Work is fifty percent (50%) complete, and thereafter no further incremental retainage shall be required if the work is being satisfactorily prosecuted. Tenant shall, upon Landlord’s request, provide adequate evidence of such retainage, and in the event that Tenant fails to provide such evidence, then Landlord may withhold an amount equal to the retainage described above. All requests for disbursement of the Allowance, if any, shall be accompanied by certificate signed by Tenant or Tenant’s architect (a) that the sum then requested was paid by Tenant to contractors, subcontractors, materialmen, engineers and other persons who have rendered services or furnished materials in connection with work on the Tenant Work, (b) a complete description of such services and materials and the amounts paid or to be paid to each of such persons in respect thereof, and (c) that the work described in the certificate has been completed substantially in accordance with the approved plans and specifications and (ii) paid receipts or such other proof of payment as Landlord shall reasonably require for all such work completed. 2.2 If any of the Allowance is not paid pursuant to subsection 2.1 above, it shall be paid by Landlord to Tenant upon completion of the Tenant’s Work, to reimburse Tenant for amounts actually paid by Tenant in connection therewith to Tenant’s vendors, suppliers or contractors, provided that Landlord shall have received (i) a certificate in accordance with the requirements of subsection 2.1 above, accompanied by lien waivers satisfactory to Landlord executed by any contractors or subcontractors for whose labor or material Tenant has previously been reimbursed pursuant to subsection 2.1 above, (ii) paid receipts or such other proof of payment as Landlord shall reasonably require evidencing that final payment has been made for all materials and labor furnished in connection with the Tenant Work, and (iii) a copy of a final unconditional certificate of occupancy evidencing that Tenant may commence occupancy of the Premises for all purposes set forth in the Lease if one is required for Tenant’s occupancy. 2.3 Tenant shall be permitted to apply the Allowance and Amortized Amount to costs associated with Tenant’s Work, including without limitation, the Tenant’s Work, space planning and design, mechanical, electrical and plumbing engineering costs, construction fees, tenant improvement cabling, voice/data, phone data costs, built-in furniture and any professional or consulting fees specifically related to Tenant’s Work. Any unused Allowing remaining as of January 1, 2011, Tenant 2016 shall be entitled deemed forfeited by Tenant and shall not be reserved for future improvements or credited to use rent due under the “Lease. Notwithstanding the foregoing, in the event Tenant Improvement Allowance”is involved in litigation, arbitration or other similar claim dispute with a vendor, supplier or contractor that completed work as defined in Section 2 of this Amendment, for the costs relating to the design and construction part of Tenant’s improvements or which are otherwise “Work and as the result of such dispute Tenant Improvement is unable to provide the necessary lien waiver documentation to Landlord as part of its request for final Allowance items,” as that term is defined in Section 2.2.1disbursement, below upon receipt of written notice from Tenant, Landlord agrees to extend the deadline of January 1, 2016 for an amount not to exceed ten percent (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction 10%) of the Tenant Improvements or any Tenant Improvement Allowance ItemsAllowance, as defined belowuntil July 1, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto2016.

Tenant Improvement Allowance. Commencing If and for as of January 1, 2011long as Tenant is not in default under this Lease beyond any applicable grace period, Tenant shall be entitled to use a tenant improvement allowance in the amount up to, but not to exceed, $124,380.00 (“Tenant Improvement Allowance” or “Allowance”). The Tenant Improvement Allowance shall be applied to the Work Cost. Tenant shall pay the entire amount of the Work Cost which is in excess of the Allowance (the “Excess Costs”). Within ten (10) days after receipt of Landlord’s estimate of the anticipated Work Cost, as defined Tenant shall pay Landlord, in Section 2 cash, 100% of this Amendmentthe estimated Excess Costs. Landlord shall have no obligation to proceed with any Tenant Improvements until its receipt from Tenant of the Excess Costs. The Allowance may not be used toward any “soft costs” related to purchase or installation of Tenant’s wiring of telephone, data and communications, fixtures, furniture or equipment, unless expressly provided herein. The payment of any such amounts by Tenant shall not be considered Additional Rent. Tenant shall not receive cash or any credit against Rent for any unused portion of the Allowance, if the Work Cost is less than the Allowance. Upon final completion of the Tenant Improvements, Landlord will provide a final accounting of the Work Cost and Tenant shall pay any Excess Costs not previously paid by Tenant within ten days after receipt of Landlord’s invoice; provided that Tenant pay elect to apply all or any portion of the Abatement under the Basic Lease Information to the Excess Costs hereunder. Notwithstanding anything herein to the contrary, nothing herein shall be deemed or construed to be a representation or warranty on behalf of Landlord that the Work Costs will not exceed the Tenant Improvement Allowance. Such payments by Tenant shall not be considered Additional Rent. Tenant’s right to application of the Tenant Improvement Allowance shall expire 180 days after the Commencement Date. Any requests for reimbursement submitted to Landlord after such date shall not be paid from the Allowance and Tenant shall thereafter be solely responsible for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements without reimbursement from Landlord. The rights granted to Tenant under this section to the Allowance are personal to the original named Tenant in this Lease and may not be assigned or exercised by or for the benefit of anyone (including, any subtenant) other than such Tenant. If after Tenant has been granted all or any portion of the Allowance, the Lease Term is terminated by virtue of a default by Tenant Improvement Allowance Items, or Landlord resumes possession of the Premises as defined belowa result of Tenant’s default, in a total amount which exceeds addition to all other available damages and remedies, Landlord shall also be entitled to recover from Tenant the sum unamortized portion (calculated using an interest rate of 12% per annum compounded monthly) of the Tenant Improvement Allowance. All Tenant Improvements for , which the Tenant Improvement Allowance has been made available sum shall not be deemed Landlord’s property under the terms rent. This obligation of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion repay the unamortized balance of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretosurvive the expiration or sooner termination of the Lease Term.

Tenant Improvement Allowance. Commencing as Subject to the terms of January 1, 2011this Exhibit B, Tenant shall be entitled to use a one-time allowance in the amount of [***] (i.e., $[***] per rentable square foot of the Premises(the “Tenant’s Work Allowance”) plus an additional [***] (the “Tenant Improvement Boiler/Chiller Allowance”, as defined collectively with the Tenant’s Work Allowance, the “Base Allowance”) for the costs relating to the Improvement Allowance Items. Notwithstanding the terms and conditions set forth in Section 2 this Exhibit B, Tenant shall be entitled, pursuant to written notice (each, an “Additional Allowance Request”) delivered to Landlord no later than September 30, 2022, to receive up to three (3) increases (cumulatively, the “Additional Allowance”) in the Base Allowance, in an aggregate amount not to exceed [***] (i.e., $[***] per rentable square foot of this Amendmentthe Premises), for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice in order for any Additional Allowance Request to be valid it must expressly state the amount of Additional Allowance that Tenant given concurrently with Landlord’s approval requests (and Tenant shall not be entitled to any Additional Allowance in excess of the cumulative amounts expressly requested in the Additional Allowance Requests delivered to Landlord no later than September 30, 2022). The Base Allowance and the Additional Allowance shall be collectively referred to herein as the “Final Working DrawingsTenant Improvement Allowance”, as . In the event that term is defined in Section 3.3, below, require Tenant, prior Tenant exercises its right to the end of the Lease Term use all or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises Additional Allowance no later than September 30, 2022, then a portion of the Additional Allowance equal to a Building standard general office condition; provided, however, that Landlord the greater of (i) ninety percent (90%) of the amount specified by Tenant in the Additional Allowance Notice or (ii) the actual amount of the Additional Allowance utilized by Tenant shall not require be repaid by Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Landlord by increasing Tenant’s agreement monthly Base Rent hereunder by the amount required to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any fully amortize such portion of the Additional Allowance over the initial Term, in equal monthly installments, commencing July 1, 2023, and continuing on the first day of each calendar month thereafter through the Expiration Date (the “Allowance Rent”). Such amortization shall be calculated together with interest at the rate of eight percent (8%) per annum. In the event Tenant elects to utilize all or any portion of the Additional Allowance, then (i) the parties shall promptly execute an amendment (the “Amendment”) to the Lease setting forth the monthly Base Rent as increased by the Allowance Rent, and (ii) Tenant shall pay to Landlord, concurrently with Tenant’s execution and delivery of the Amendment to Landlord, an amount equal to the first installment of the Allowance Rent payment. Notwithstanding anything contained herein to the contrary, the Tenant Improvement Allowance that is not disbursed or allocated shall only be available for disbursement by December 31until June 30, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto2023.

Tenant Improvement Allowance. Commencing Landlord shall provide Tenant with a basic allowance for construction of Tenant's Improvements Work and to offset such other Tenant Improvement Costs as Tenant may incur in connection with this Lease in an amount determined by multiplying the sum of January 1, 2011, Tenant shall be entitled to use Thirty Five Dollars ($35.00) times the “number of square feet of Usable Area in the Premises as determined in accordance with Section 1.05 ("Tenant Improvement Allowance”, as defined "). All Tenant Improvement Costs in Section 2 excess of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” ("Tenant's Improvement Contribution") shall be paid by Tenant. The initial Tenant's Improvement Contribution shall be paid to Landlord fifteen (15) days after Tenant shall have approved a Cost Estimate or Revised Cost Estimate (as that each term is defined in Section 2.2.1, below (collectively, the “Work Letter) and Landlord and Tenant Improvements”)have thereafter agreed on an estimate of Tenant Improvement Costs. In no the event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any actual Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds Costs are less than the sum of the Tenant Improvement Allowance. All Allowance and Tenant's Improvement Contribution, then Landlord shall pay to Tenant Improvements for within ten (10) days after such determination the amount by which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion sum of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31and Tenant's Improvement Contribution exceeded the actual Tenant Improvement Costs; provided , 2013however, in no event shall the Landlord be required to pay an amount greater than the amount of Tenant's Improvement Contribution. The Tenant Improvement Allowance and Tenant's Improvement Contribution are herein collectively referred to as the "Tenant Improvement Fund". In no event, however, shall revert amounts paid for Tenant's moving costs from the Tenant Improvement Fund exceed Two Dollars ($2.00) per square foot of Usable Area in the Premises. In the event that the Tenant Improvement Costs exceed the Tenant Improvement Allowance, Tenant may elect by delivering written notice to Landlord within ten (10) days after the estimate of Tenant Improvement Cost is obtained pursuant to the Work Letter, to obtain from Landlord an additional allowance for the Tenant's Improvement Work ("Additional Tenant Improvement Allowance") in an amount not to exceed $5.00 per square foot of Usable Area in the Premises. The Additional Tenant Improvement Allowance shall be fully amortized at nine percent (9%) interest per annum on the unpaid balance over the initial Term of this Lease and shall be repaid by Tenant shall have no further rights with respect theretoto Landlord in equal monthly payments commencing on the Term Commencement Date as Additional Rent.

Tenant Improvement Allowance. Commencing Provided Tenant is not then in breach or default under this Lease (as more specifically described below), Landlord agrees to contribute the lesser of January 1(a) the amount set forth in Section 1.25 or (b) the actual cost of Tenant’s Work paid by Tenant to unaffiliated contractors, 2011excepting that said sum shall not in any event apply towards Tenant’s trade fixtures, Tenant shall be entitled furniture, equipment, permit fees, plan review fees, signs or architect fees. Said sum is hereinafter referred to use as the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating . Landlord shall pay to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance within thirty (30) days after items (a) through (g) below are satisfied: (a) All building permits for Tenant’s Work have been issued by the applicable governmental authorities and copies of such building permits have been delivered to Landlord; (b) All required inspections of Tenant’s Work by the applicable governmental agencies have taken place and the completed Tenant’s Work has been passed all such inspections; (c) Tenant has completed Tenant’s Work; (d) Tenant has opened for business to the public from the Premises; (e) Tenant has submitted to Landlord a conformed copy of Tenant’s recorded Notice of Completion, prepared and recorded in accordance with statutory requirements; (f) Tenant has submitted to Landlord (i) all invoices and proof of payment for all of Tenant’s Work; and (ii) final, unconditional lien releases and waivers from any and all contractors and materialmen which provided services or supplies to or for the account of Tenant with respect to Tenant’s Work; and (g) Tenant is not in breach or default of any provisions of the Lease and has paid to Landlord all amounts owing to Landlord pursuant to the Lease as of the date reimbursement is to be made available (it being understood, however, that in the event of any such breach(es) or default(s) at the time payment is sought, Landlord shall notify Tenant of such default(s) and the Tenant Improvement Allowance shall not be deemed forfeited, but Landlord shall be obligated to pay the Tenant Improvement Allowance if and when such breach(es) or default(s) are cured, unless this Lease is terminated as a result of any such breach(es) or default(s)). All items of Tenant’s Work paid for with the Tenant Improvement Allowance shall be deemed Landlord’s property under the terms of the Lease; provided. If for any reason whatsoever, however, Landlord may, by written notice Tenant fails to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following use any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed on or allocated for disbursement by December 31before the last day of the sixth (6th) month after the Commencement Date, 2013, shall revert to Landlord and then Tenant shall be deemed to have no further rights with respect theretounconditionally and irrevocably waived its right to use any remaining portion of the Tenant Improvement Allowance without any offset, abatement or deduction of Minimum Annual Rent.

Tenant Improvement Allowance. Commencing Tenant represents to Landlord that Tenant is not aware of any current defects in the Revised Space. Landlord represents that, as of January 1the Effective Date, 2011, Tenant shall be entitled the Building and its common areas are in material compliance with all Governmental Requirements and Access Laws applicable to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating a multi-tenant building. If Landlord completes any improvements or alterations to the design Building or its common areas, during the Lease Term, they will be completed in material compliance with all Governmental Requirements and construction of Tenant’s improvements or which are otherwise “Access Laws applicable to multi-tenant buildings. Landlord shall provide a Tenant Improvement Allowance items,” (the "TI Allowance") equal to Twelve and No/100 Dollars ($12.00) per rentable square foot. The TI Allowance shall be based upon the mutually agreed upon space plan (the "Space Plan"), which is attached hereto as Exhibit B, and shall be eligible to cover the following expenses associated with the project: space planning, architectural and engineering fees, construction costs including electrical and mechanical, project management, construction management fees to Tenant's construction manager, and Washington State Sales Tax ("Eligible Expenses"). Tenant shall not be required to restore any tenant improvements that term are made pursuant to the Space Plan. The TI Allowance shall be disbursed to Tenant within thirty (30) days after Tenant furnishes Landlord with invoices evidencing Tenant having incurred the eligible expenses and copies of applicable conditional lien releases. In the event the entire TI Allowance is defined in Section 2.2.1, below (collectivelynot used for the initial tenant improvements and other Eligible Expenses, the “balance shall remain available to Tenant Improvements”)until twenty-four (24) months after the Effective Date to fund future improvements, alterations and additions throughout the Lease Term. In no event shall Landlord be obligated hereby authorizes Tenant or Tenant's contractor to make disbursements pursuant to this Tenant Work Letter or otherwise relocate and re-use the furniture, fixtures, equipment and movable improvements that are described in connection with Tenant’s construction Exhibit B-1 and that are currently located in portions of the Building that Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall will be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to surrendering at the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretotransition period.

Tenant Improvement Allowance. Commencing as Landlord will commence construction of January 1, 2011, certain improvements (the "Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating Improvements") to the design Premises, which Tenant Improvements will be completed in accordance with plans and construction of Tenant’s improvements or which are otherwise “specifications approved by Landlord and Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”"Plans"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction The costs of completing the Tenant Improvements or any Tenant Improvement Allowance Itemswill be paid by Landlord, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which subject to reimbursement from the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease(as defined below); provided, however, Landlord may, by written notice is not obligated to pay or incur any costs that exceed the Tenant given concurrently with Landlord’s approval Improvement Allowance. If the costs of completing the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and exceeds the Tenant Improvement Allowance, Tenant shall pay such excess costs to repair any damage to the Premises and Building caused by such removal and return the affected portion Landlord within fifteen (15) days after receipt of the Premises to a Building standard general office conditionan invoice therefor; provided, however, that any such reimbursement by Tenant shall under no circumstances be considered or deemed to be rent of any kind, but rather a reimbursement of Landlord for such excess costs, and Landlord shall not require have no right to recover possession of the leased premises for non-payment of any such amounts. Any work desired by Tenant other than the Tenant Improvements, such as furniture, fixturing, and telecommunications and computer cabling, shall be performed by Tenant, at Tenant's sole expense, using contractors and pursuant to remove upon termination or expiration plans approved by Landlord and in accordance with the alterations provisions of this the Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any . The Tenant Improvements constructed pursuant shall be deemed substantially completed ("Substantial Completion") on the date Landlord substantially completes the Tenant Improvements in accordance with the Plans and obtains a certificate of occupancy for the Tenant Improvements. If Substantial Completion of the Tenant Improvements is delayed due to this any act or omission of Tenant Work Letter or Tenant's representatives (a "Tenant Delay"), Landlord will be deemed to have achieved Substantial Completion of the Tenant Improvements on the date when they would have been ready but for such Tenant Delay. Landlord shall provide to Tenant a tenant improvement allowance in the amount of Three Thousand and No/100ths Dollars ($3,000.00)(the "Tenant Improvement Allowance") to be credited against Landlord's costs (including, without limitation, Larc improvementsconstruction management fees not to exceed 5%) which constitute standardof designing, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of constructing and installing the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoImprovements (the "Costs").

Tenant Improvement Allowance. Commencing (a) Subject to the provisions of Section 3.2 of the Lease, Landlord shall provide Tenant with a Tenant Improvement Allowance in the amount equal to $55.00 per rentable square foot of the Leased Premises (approximately $2,420,000.00) to reimburse Tenant for the costs and expenses directly and specifically related to the planning, design, construction, and completion of the Tenant Improvements and for all other authorized expenses provided for in this Work Letter and the Lease, including, without limitation, project management fees, Tenant’s legal fees or other professional fees associated with negotiation of the Lease, permanently attached furniture, freestanding workstations and movable furniture, modular systems, fixtures, equipment, security systems, wiring and cabling, permit, fees, signage, and relocation / moving expense and for any Change Orders requested by Tenant and reasonably (or as of January 1, 2011, Tenant shall be entitled to use the otherwise provided in this Work Letter) approved by Landlord (“Tenant Improvement Allowance”). From a taxation and accounting standpoint, as defined in Section 2 all of this Amendment, for the costs relating and expenses directly and specifically related to the design Tenant Improvements up to the amount of the Tenant Improvement Allowance paid by Landlord shall be allocated solely to Landlord, and construction any such costs and expenses in excess of the Tenant Improvement Allowance and paid by Tenant shall be allocated solely to Tenant. (b) The Tenant Improvement Allowance shall be paid by Landlord to Tenant upon Landlord’s receipt of a written request for reimbursement and which shall be subject to the following conditions: (i) all items for which Tenant is seeking reimbursement shall be identified in the reimbursement request and, to the extent to be installed in the Leased Premises, certified by Tenant as being complete and installed in the Lease Premises; (ii) Tenant’s reimbursement request shall include invoices reflecting the amount of the request for reimbursement; (iii) as necessary, Tenant’s reimbursement request shall include lien waivers involved with any general or subcontractors involved with the Tenant Improvements, and (iv) no default under the Lease by Tenant shall have occurred and be continuing beyond any applicable notice and cure period. Provided that the foregoing conditions are satisfied, within thirty (30) days of Landlord’s receipt of Tenant’s improvements or which are otherwise “request for reimbursement, Landlord shall reimburse Tenant the portion of the Tenant Improvement Allowance items,” as that term is defined specified in Section 2.2.1, below (collectively, the “Tenant Improvements”)Tenant’s request for reimbursement. In no the event Landlord is obligated to reimburse Tenant for all or a portion of the Tenant Improvement Allowance and Landlord fails to reimburse Tenant for such amounts, Tenant may, upon delivering written notice to Landlord, offset such amounts owed, together with interest accruing on such amounts at an annual rate of eight percent (8%) against the Basic Annual Rent and Additional Rent next becoming due, and such offset shall not constitute a default hereunder or under the Lease. All costs to perform the Tenant Improvements in excess of the Tenant Improvement Allowance shall be the sole responsibility of Tenant, and Landlord shall not be obligated to make disbursements pursuant to this reimburse Tenant Work Letter or otherwise for amounts in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum excess of the Tenant Improvement Allowance. . (c) In the event Tenant does not use the entire Tenant Improvement Allowance in connection with the initial build out of the Leased Premises, any remaining amounts will be allocated pursuant to Section 2.3 of the Lease. (d) All costs and expenses directly and specifically related to the Tenant Improvements for which Improvements, including, by way of example only, the Approvals, design fees, contractor fees, project coordinator fees, construction costs, costs of third-party inspections and testing, temporary power costs, construction security specific to the Leased Premises, legal (or other professional-related) fees associated with negotiating the Lease (and any related documents, such as this Work Letter), furniture and modular systems (free-standing or attached), equipment, fixtures, security systems, wiring and cabling, signage costs, relocation and moving costs, and any other costs that are directly attributable and specifically related to the Tenant Improvements, may be included within and applied against the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the LeaseAllowance; provided, however, Landlord mayshall not charge Tenant any project management fee, by written notice to Tenant given concurrently with access fee, or supervision fee, and no project management fees or supervision, profit, overhead or general conditions costs for Landlord or any of Landlord’s approval of consultants shall be deducted from the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office conditionImprovement Allowance; provided, howeverfurther, that Landlord shall not require Tenant to remove upon termination or expiration of this Leasehave the right, or condition its approval upon Tenant’s agreement option, to remove upon termination use any part or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion all of the Tenant Improvement Allowance that is without the advance, written consent of the Tenant, which, so long as any such proposed use by Landlord shall not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further adversely affect Tenant’s rights with respect theretoto the Tenant Improvement Allowance under this Lease, shall not be unreasonably withheld, conditioned or delayed.

Tenant Improvement Allowance. Commencing as (i) The cost of January 1constructing (including plans, 2011permit fees, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of etc.) the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed paid by Landlord’s property under the terms of the Lease; provided, however, if the amount expended for constructing the Tenant Improvements is or will be more than $868,500.00 (the "Allowance"), Tenant shall reimburse Landlord may, by written notice to Tenant given concurrently with Landlord’s approval for all reasonable costs incurred in excess of the “Final Working Drawings”, as that term Allowance. The Allowance is defined in Section 3.3, below, require Tenant, prior to Landlord's entire monetary obligation for the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office conditionImprovements; provided, however, any excess costs incurred as a result of the fault or neglect of Landlord or of Landlord's contractors, employees or agents shall be borne entirely by Landlord, and Tenant shall be responsible for all costs incurred as a result of the fault or neglect of Tenant. Landlord and Tenant acknowledge that prior to the execution hereof, Landlord engaged the services of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Architecture, Inc. (the "Architect") to perform space planning and work on the Preliminary Tenant Improvement Plans. The cost of all such work by Architect performed prior to the execution hereof (as well as work performed by Architect after the execution hereof for space planning and Preliminary and Final Tenant Improvement Plans) shall be charged against the Allowance. (ii) Tenant shall pay any costs that are Tenant's responsibility hereunder (the "Excess Costs") on a pro rata basis with Landlord's payments for design and construction of the Tenant Improvements, so that Landlord will always have paid a share of the total costs then incurred that is equal to the percentage that the Allowance is of the sum of the Allowance and Excess Costs, as then determined, and Tenant will always have paid a share of the total costs for the Tenant Improvements then incurred that is equal to the percentage that the Excess Costs, as then determined, is to the sum of the Allowance and the Excess Costs, as then determined. Determination(s) of the amount of the Excess Costs may be made from time to time prior to, during or after construction. Tenant shall not require make such payments, including any adjustments necessary to maintain the Tenant's appropriate share of the total costs as a result of subsequent determinations, based upon requisitions setting forth in reasonable detail the reason for such Excess Costs and the amount thereof, together with any other information reasonably requested by Tenant, and the amounts owing by Tenant shall be paid by Tenant to remove upon termination or expiration Landlord within ten (10) business days after receipt of each such requisition and other information. Except as otherwise provided in this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements shall have complete responsibility for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion the cost of the Tenant Improvements and for the construction by Tenant of any other improvements and alterations to the Premises in connection with Tenant's occupancy thereof, Tenant agreeing to accept the same "AS IS", subject only to the construction by Landlord of the Tenant Improvements and any other obligation of Landlord under this Lease. Landlord shall promptly furnish to Tenant estimates of the anticipated costs of the various elements of the Tenant Improvements as such estimates are received by Landlord. If Tenant believes that the amount of any estimate is excessive, Tenant may request changes in the Final Tenant Improvement Allowance that is not disbursed or allocated Plans in accordance with subparagraph (e) above. (iii) Landlord agrees to procure a Guaranteed Maximum Price contract from its general contractor for disbursement by December 31the performance of the Tenant Improvements, 2013, shall revert to Landlord and Tenant shall have no further rights the opportunity to review and approve such contract prior to its execution. The contract shall be "open book" and shall contain the unit pricing and other conditions set forth on Exhibit G attached --------- hereto. (iv) In the event that the entire amount of the Allowance is not disbursed during the construction of the initial Tenant Improvements, Tenant may apply such remaining amounts to any other costs for tenant improvements of the type set forth below incurred by Tenant during the first thirty (30) months following the Commencement Date. If Tenant desires to use the remaining Allowance for such purposes, Tenant shall notify Landlord ten (10) days prior to the commencement of work with respect theretoan estimate of the cost to be incurred, a reasonably detailed description of the work to be performed and the estimated date on which the funds will be required to be disbursed to the persons performing the work. All work performed must be done in accordance with the terms of this Lease. The excess Allowance may be applied only for the following: space planning, design fees and construction documents; permit fees, utility fees and other related charges; office improvements; light manufacturing improvements; restroom finishes and plumbing; HVAC and duct work in the office area; HVAC in the manufacturing area; drop ceiling grid with acoustical tiles; lighting and light fixtures; carpet and other typical finished floor coverings; heating, ventilating, and associated work; millwork.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “"Tenant Improvement Allowance”, as defined ") in Section 2 the amount of this Amendment, [ * ] per rentable square foot of the Premises for the costs relating to the design and construction of Tenant’s 's improvements or which are otherwise “permanently affixed to the Premises and the construction of the Generator and Tank as contemplated by Section 29.33 of the Lease (the "Tenant Improvements"). To the extent that any portion of the Tenant Improvement Allowance items,” as that term remains following the completion of construction the Tenant's Improvements, such amount may be applied by Tenant toward its architectural and engineering expenses. The Tenant Improvement Allowance may be allocated at Tenant's election over any portion of the Premises or phased occupancy thereof (e.g., if the Tenant Improvement construction process is defined phased over three (3) areas of the Premises approximately equal in Section 2.2.1size and Tenant elects to spend [*] per rentable EXHIBIT B * Portions redacted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. square foot on the first phase, below (collectively, there shall be no Tenant Improvement Allowance for the “Tenant Improvements”second or the third phase). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Subject to Tenant's rights under Section 8.5 of the Lease, all Tenant Improvements for which the Tenant Improvement Allowance has been made available actually used shall be deemed Landlord’s 's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.

Tenant Improvement Allowance. Commencing as of January 1, 2011, A Tenant shall be entitled to use Improvement Allowance (the “"Tenant Improvement Allowance”") of up to $64,440.00 (i.e., as defined in Section 2 $5.00 per square foot ---------------------------- of this Amendment, the Fifth Expansion Space) shall be made available to Tenant for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “the Tenant Improvements on the terms and conditions set forth herein. Tenant agrees and acknowledges that the Fifth Expansion Space Base Monthly Rent shall be increased by $0.0254 per square foot for each $1.00 of the Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1used by Tenant. Thus, below (collectivelyif the entire Tenant Improvement Allowance is used by Tenant, the “Tenant Improvements”Fifth Expansion Space Base Monthly Rent would be increased by $1,636.78 per month (i.e., $64,440.00 x $0.0254). In the event any portion of the Tenant Improvement Allowance is used by Tenant, Landlord and Tenant agree to enter into an amendment to the Lease to reflect such increase to the Fifth Expansion Space Base Monthly Rent. The Tenant Improvement Allowance shall be applied against the costs and expenses incurred in connection with the performance of the Tenant Improvements work, including the design, permitting, demolition, procurement of supplies and materials, construction and installation of the Tenant Improvements. The Tenant Improvement Allowance shall be used for standard interior improvements within the Premises. None of the Tenant Improvement Allowance shall be used for specialized improvements, cabling, equipment, trade fixtures, rent or relocation expenses. Not sooner than the date on which the Tenant Improvements work within the Premises has been commenced, Tenant may submit invoices to Landlord for payment out of the Tenant Improvement Allowance to reimburse Tenant or to pay Tenant's contractor directly (if so requested by Tenant) for Tenant Improvements costs incurred for work actually performed within the Premises. Following Landlord's receipt of such invoices, Landlord shall within thirty (30) days thereafter pay Tenant for the amount requested in such invoice; provided in no event shall Landlord be obligated to make disbursements pursuant to this pay Tenant Work Letter or otherwise in connection with Tenant’s construction of more than the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total maximum amount which exceeds the sum of the Tenant Improvement Allowance. All Any expenses incurred by Tenant for the Tenant Improvements for which work in excess of the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s 's sole cost and expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that . Landlord shall not require Tenant have no obligation to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, disburse any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance for invoices that is not disbursed are received by Landlord on or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoafter the sixtieth (60th) day following the Fifth Expansion Space Commencement Date.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled (a) Landlord has agreed to use contribute a one-time tenant improvement allowance (the “"Tenant Improvement Allowance”, as defined ") in Section 2 the amount of this Amendment, $40,337,715.73 to reimburse Tenant for the costs of preparing the Premises for Tenant's initial occupancy, including, without limitation, (a) the actual hard costs of completing, constructing or installing the Tenant's Work to the Premises, (b) Tenant's actual "soft costs" for Tenant's Work, including, without limitation, architectural and engineering costs incurred for Tenant's Work and government permit fees relating to such Tenant's Work, and (c) Tenant's actual costs for computer cabling, furniture, fixtures and equipment in connection with Tenant's Work. Tenant shall have the right to allocate the Tenant Improvement Allowance, in Tenant's sole discretion, between the Tower Premises and the Pavilion Premises, including to the design and construction renovation of the main lobby of the Pavilion Building. The Tenant Improvement Allowance, or a portion thereof, will be disbursed by Landlord to Tenant no more frequently than monthly (the "Monthly Draws") within twenty (20) days (such period, the "Disbursement Date") after Tenant submits all of the following to Landlord: (i) a written certification from Tenant’s 's architect stating that the improvements (to the extent completed during the period covered by the Monthly Draw) were completed in accordance with the Landlord-approved plans and specifications therefor, (ii) lien releases from all contractors and materialmen providing services or which supplies, through the date of the pertinent Monthly Draw, in connection with the improvements, (iii) invoices or other reasonable evidence of the costs incurred in connection with the improvements, through the date of the pertinent Monthly Draw, and (iv) if applicable a certificate of completion or certificate of occupancy (but, only with respect to the final Monthly Draw, or sooner, if the pertinent improvements are otherwise “completed sooner than the month of the final Monthly Draw) for the Premises (if required by applicable Requirements and if necessary pursuant to such Requirements, Landlord shall reasonably cooperate, at no expense to Landlord, with respect thereto). Landlord acknowledges and agrees that the entire Tenant Improvement Allowance items,” as that term may be disbursed to Tenant before all or certain portions of Tenant's Work are completed and before Tenant is defined in Section 2.2.1, below (collectivelyable to obtain a certificate of occupancy. In such event, the “issuance of a certificate of occupancy shall not be required as a condition to the applicable Monthly Draw, potentially including the final Monthly Draw, provided, however, that Tenant Improvements”)shall nonetheless be required to prosecute Tenant's Work to completion and to diligently pursue and in all events obtain such certificate of occupancy. In no event Tenant shall Landlord be obligated solely responsible for any and all costs of designing and constructing improvements to make disbursements pursuant to this Tenant Work Letter or otherwise the Premises in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum excess of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, If Landlord may, by written notice fails to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following pay any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion installment of the Tenant Improvement Allowance that is not disbursed or allocated for within ten (10) Business Days following the satisfaction by Tenant of all conditions to said disbursement by December 31, 2013, shall revert and written notice (the "Allowance Notice") from Tenant to Landlord that said disbursement of the Tenant Improvement Allowance is due and payable, then Tenant shall have no further rights with respect theretothe right to offset against Rent next becoming due and payable the amount of said disbursement of the Tenant Improvement Allowance. Notwithstanding anything herein to the contrary, if Landlord disputes that Tenant is entitled to the amount covered by the Allowance Notice by notice given to Tenant within such ten (10) Business Day period (which notice sets forth in reasonable detail the reason(s) for why Landlord believes Tenant is not entitled to the disputed amount), then Tenant shall not be entitled to offset the disputed amount unless and until Tenant obtains the determination of the Arbitrator pursuant to Article 25 that Tenant is entitled to the disputed amount. If Tenant obtains such determination, then Tenant may offset the disputed amount against the next installments of Rent coming due. (b) In addition to the Tenant Improvement Allowance, Tenant shall have the option, exercisable by written notice to Landlord prior to the Possession Date, to obtain from Landlord an additional cash allowance (the "Additional Allowance") in the amount of $8,305,320.00 (based on a rate of $20.00/rentable square foot of the Premises), which Additional Allowance shall be used for the same purposes as, and disbursed by Landlord in the same manner as, the Tenant Improvement Allowance. The Additional Allowance shall be amortized on a straight-line basis over the initial Term at a seven percent (7%) annual interest rate and repaid to Landlord as Additional Rent in monthly installments of principal and interest starting on the first day of the month following the disbursement thereof to Tenant until fully repaid.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant (a) Landlord shall be entitled to use the provide a construction allowance (“Tenant Tenant’s Improvement Allowance”, as defined in Section 2 of this Amendment, ) to reimburse Tenant for the costs relating to the design and construction Tenant’s cost of Tenant’s improvements or which are otherwise “Tenant Work (herein defined) in an aggregate amount not to exceed Two Hundred Fifty Thousand Seven Hundred Ninety-Five ($250,795.00) and 00/100 Dollars, provided that T▇▇▇▇▇▇’▇ Improvement Allowance items,” shall only be applied to T▇▇▇▇▇▇’▇ Work that is performed within the first three (3) Lease Years. Tenant’s Improvement Allowance shall be payable to Tenant in installments, as that term is defined Tenant’s Work progresses, but in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event more frequently than monthly. Each installment of Tenant’s Improvement Allowance shall Landlord be obligated due within thirty (30) days after all of the following conditions shall have been satisfied: (i) Tenant shall not be in default beyond any applicable notice and cure period of any of the terms, covenants or conditions to make disbursements pursuant to be performed or observed by Tenant under this Lease; (ii) Tenant Work Letter shall have obtained, and at all times during the construction period shall maintain, all necessary and appropriate permits, licenses, authorizations and approvals from all governmental authorities having or otherwise asserting jurisdiction in connection with such construction, and shall have delivered true copies thereof to Landlord; and (iii) Tenant shall have delivered to Landlord: (x) a completed requisition for payment, certified and sworn to by an officer of Tenant and Tenant’s construction architect stating or accompanied by: (1) the amount being requested, (2) invoices for all labor and materials performed as part of Tenant’s Work to date, (3) intentionally omitted, (4) the value of labor and materials theretofore performed and incorporated in the Premises and the aggregate value of the entire Tenant’s Work to be performed, and (5) a certification from Tenant Improvements and Tenant’s AIA architect of the amount of Tenant’s Work which has been completed to date and that such work completed to date has been performed in a good and workmanlike manner in compliance with all applicable Laws; and (y) partial waivers of lien for the benefit of Landlord and Tenant from all contractors, subcontractors and materialmen who shall have furnished materials or supplies or performed work or services in connection with that portion of Tenant’s Work for which Tenant is seeking payment (other than subcontractors or materialmen performing work costing less than $5,000.00). Landlord shall not be required to make more than one (1) payment per any thirty (30) day period. Notwithstanding the foregoing, in the event that Tenant shall have satisfied all of the foregoing conditions other than the delivery of a partial lien waiver required under Section 1.5(iii)(y) for such installment being requested, then, in such case, Landlord shall hold back the portion (the “TI Retained Amount”) of such installment of Tenant’s Improvement Allowance Itemsattributable to the work or materials furnished by Tenant’s contractor or subcontractor that did not provide the partial lien waiver for such work or materials. Landlord shall disburse the TI Retained Amount within thirty (30) days of receipt of such partial lien waiver. (b) Landlord’s obligation to pay Tenant’s Improvement Allowance shall only apply to that part of Tenant’s Work in the Premises consisting of the installation of walls, as defined belowpartitions, columns, fixtures, improvements and appurtenances permanently attached to or built into the Premises, including the following: mechanical systems, flooring, ceilings, duct work, electrical wiring, plumbing, millwork, Tenant’s Generator (hereinafter defined) and supplemental air conditioning systems (if any), affixed carpeting and other floor coverings, but shall not include business and trade fixtures, machinery, equipment or other articles of personal property, professional fees, and/or so-called “soft costs”. (c) For purposes of this Section, the term “Tenant’s Work” shall mean all alterations performed by Tenant, in a total amount which exceeds accordance with the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination provisions of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; providedPremises, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, nonany build-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion out of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement Premises as a first-class laboratory facility and materially in accordance with the plans and specifications approved by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoLandlord.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use a one-time tenant improvement allowance (the “"Tenant Improvement Allowance”, as defined ") in the amount set forth in Section 2 5 of this Amendment, the Summary for the costs relating to the initial design and construction of Tenant’s improvements or 's improvements, which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below permanently affixed to the Premises (collectively, the “"Tenant Improvements”"), except as otherwise provided herein. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of Tenant Improvement Allowance. In the event that the Tenant Improvement AllowanceAllowance is not fully utilized by Tenant on or before the date that occurs eighteen (18) months following the Lease Commencement Date, then, subject to the remaining terms of this Section 2.1.1, such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s 's property under the terms of the Lease; providedLease and Tenant shall not be required to remove the Tenant Improvements upon the expiration of earlier termination of the Lease Term. In the event that the Tenant Improvement Allowance is not fully utilized by Tenant following the Substantial Completion of the Tenant Improvements (such unused amount to be known as the "Unused TIA"), however, Landlord then Tenant may, by written notice to Landlord or before the Lease Commencement Date, elect to receive a credit against Base Rent otherwise due and owing under this Lease commencing on the first (1st) day of Lease Month 13 (provided that Landlord may, upon thirty (30) days' prior notice to Tenant given concurrently with and at Landlord’s approval 's sole option, elect to accelerate the credit against Base Rent and apply the same to an earlier Lease Month(s) EXHIBIT B-1- HCP, INC.[4939 Director's Place][Sorrento Therapeutics, Inc.] as designated by Landlord in such notice), in an amount equal to fifty percent (50%) of the “Final Working Drawings”Unused TIA, as that term is defined in Section 3.3, below, require Tenant, prior not to exceed a total of two (2) months of Base Rent (calculated at the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements Base Rent for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect theretoMonth 13).

Tenant Improvement Allowance. Commencing Subject to any restrictions, conditions or limitations expressly set forth in this Tenant Work Letter or in the Lease or as otherwise expressly provided by mutual written agreement of January 1Landlord and Tenant, 2011the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to $125.00 per rentable square foot of the Premises (i.e., $7,831,875.00 based upon 62,655 rentable square feet in the Premises) (the "Tenant Improvement Allowance"), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions of this Tenant Work Letter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance (such excess amount is referred to herein as the "Tenant Funds Amount", including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “entire Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, toward the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or any Tenant Improvement Allowance Items, as defined below, charges set forth in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to in this Tenant Work Letter (including, without limitation, Larc improvementsLetter) which constitute standard, non-extraordinary improvements prior to being required to expend any of Tenant’s own funds for ordinary office, laboratory and/or Larc uses in biotech facilitiesthe Tenant Improvements. Any portion The funding of the Tenant Improvement Allowance that is not disbursed shall be made on a monthly basis or allocated for disbursement at other convenient intervals mutually approved by December 31, 2013, shall revert to Landlord and Tenant and in all other respects shall have be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no further rights circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with respect theretoany moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease.

Tenant Improvement Allowance. Commencing on the applicable Lease Commencement Date for a Phase, Tenant may perform tenant improvement work in such Phase in accordance with and subject to the terms and conditions of this Article 8 (as applicable, the "Phase Work"). The Phase Work shall be deemed to be an "Alteration" for all purposes of January 1, 2011this Lease. Notwithstanding anything in this Lease to the contrary, Tenant shall be entitled to use the “Tenant Improvement Allowance set forth in Section 13 of the Summary for such Phase (as applicable, the "Tenant Improvement Allowance”, as defined in Section 2 ") toward the actual out-of-pocket costs of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “applicable Phase Work. The Tenant Improvement Allowance items,” shall only be used by Tenant to pay for the hard costs of the applicable Phase Work, the architectural, engineering and permitting costs related to the applicable Phase Work, and all costs payable to Landlord as that term is defined set forth in Section 2.2.1, below 8.3 above with respect to the applicable Phase Work (collectively, the “Tenant Improvements”[***]). In no event shall Landlord the Tenant Improvement Allowance be obligated used to make disbursements pursuant to this Tenant Work Letter or otherwise pay for any costs in connection with Tenant’s construction 's moving expenses, for any furniture, fixtures, equipment or any other items of personal property, or for any costs associated with a sublease of any portion of the Premises. Provided Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, is not in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property default under the terms of the Lease; provided, howeverthis Lease (beyond any applicable notice and cure periods), Landlord may, shall reimburse Tenant for the allowable costs (up to the applicable Tenant Improvement Allowance) by written notice to Tenant given concurrently with Landlord’s approval the date (the "Disbursement Deadline") that is forty-five (45) days following (i) completion of the “Final Working Drawings”applicable Phase Work, as that term is defined in Section 3.3evidenced by a certification of completion from the project engineer or architect, below(ii) Landlord's receipt of Tenant's invoice of the costs related thereto, require together with invoices, receipts and bills substantiating such costs and evidence of payment by Tenant for all such costs by Tenant, (iii) Landlord's receipt of final unconditional lien waivers in a form acceptable to Landlord from all contractors and subcontractors who did work on the applicable Phase Work, (iv) Landlord's receipt of a copy of the final permits approved by the applicable governing authority to the extent required for the applicable Phase Work, and (v) Landlord's receipt of all documentation required for the applicable Phase Work pursuant to this Article 8. In no event shall the Disbursement Deadline occur prior to the end applicable Rent Commencement Date. Landlord shall be under no obligation to pay for any of the Lease Term or promptly following Phase Work in excess of the applicable Tenant Improvement Allowance, and Tenant shall not be entitled to any earlier termination unused portion of the applicable Tenant Improvement Allowance upon completion of the applicable Phase Work, except as expressly set forth below. The applicable Tenant Improvement Allowance shall only be available for Tenant's use from the applicable Rent Commencement Date for a Phase through the date that is eighteen (18) months thereafter (as applicable, the "Allowance Deadline"), and Tenant waives any and all rights to any unused portion of the applicable Tenant Improvement Allowance if Tenant has not completed the applicable Phase Work and satisfied all other conditions to payment by the Allowance Deadline. Notwithstanding the foregoing, if there is any unused portion of the applicable Tenant Improvement Allowance remaining upon completion of the applicable Phase Work, and the applicable Allowance Deadline has not occurred with respect to such remainder, then such remainder may be applicable to the next Phase delivered to Tenant pursuant to the terms and conditions of this Lease. Additionally, at Tenant’s expense, to remove any if Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion has utilized all of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement any Phase Work for a prior Phase, and the total cost of such Phase Work exceeds the applicable Tenant Improvement Allowance (the “Excess Prior Work Costs”), then the Tenant Improvement Allowance for any later Phase may also be used by December 31, 2013, shall revert Tenant to Landlord and Tenant shall have no further rights with respect theretopay for the Excess Prior Work Costs.

Tenant Improvement Allowance. Commencing as of January 1, 2011, Tenant shall be entitled to use the “Tenant Improvement Allowance”, as defined in Section 2 of this Amendment, for the costs relating to the design and construction of Tenant’s improvements or which are otherwise “Tenant Improvement Allowance items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant’s construction of the Tenant Improvements or any Tenant Improvement Allowance Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term or promptly following any earlier termination of this Lease, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of this Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of this Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter (including, without limitation, Larc improvements) which constitute standard, non-extraordinary improvements for ordinary office, laboratory and/or Larc uses in biotech facilities. Any portion of the Tenant Improvement Allowance that is not disbursed or allocated for disbursement by December 31, 2013, shall revert to Landlord and Tenant shall have no further rights with respect thereto.. EXHIBIT A