Common use of Tenant’s Work Clause in Contracts

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, 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 Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding of the Tenant Improvement Allowance 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 Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafter.

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or Except as otherwise expressly provided in this Workletter (including, but not limited to, the cost allocations set forth in Schedules C-1 and C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements Tenant's Work shall be paid or reimbursed borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, 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 Unavoidable Delays, governmental requirements or unanticipated conditions. Notwithstanding the foregoing sentence, but the Cost of Improvements with respect to the construction of the Tenant Improvements in each Building shall be borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Ninety and No/100 Dollars ($190.00) per square foot, in the case of each of the Phase I Buildings (including the Connector Bridge), and One Hundred Forty-Five and No/100 Dollars ($145.00) per square foot, in the case of each phase of the Phase II Building, times the square footage of the applicable Building, as and when constructed (measured in accordance with Sections 1.1(c) and 3.1(d) of the Lease), toward the Cost of Improvements for the Tenant Improvements in the respective Buildings (the "Tenant Improvement Allowance"), less any reduction in such sum pursuant to Paragraph 4(a) or any other applicable provision of this Workletter. Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions each respective Building or charges as described above) phase prior to being required to expend any of Tenant’s 's own funds on an unreimbursed basis for Tenant Improvements in such Building or phase. In all other respects, the timing, conditions and other procedures for Landlord's disbursement of the Tenant Improvements. The funding Improvement Allowance for each Building or phase shall be as reasonably prescribed by Landlord, subject to approval by Tenant (which approval shall not be unreasonably withheld or delayed by Tenant); provided, however, that progress payments of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in not less often than monthly, subject to Tenant's timely compliance with all other respects shall be based on such commercially reasonable disbursement applicable conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery established pursuant to this sentence. To the extent the Cost of invoices and/or other evidence reasonably satisfactory Improvement with respect to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which any Building or Phase exceeds the Tenant Improvement Allowance is eligible to be expended or applied(as reduced, and delivery of conditional or unconditional lien releases from all parties performing the applicable workif applicable), which procedures whether as a result of implemented Change Order Requests, Tenant Delays and/or Unavoidable Delays or otherwise, the amount of such excess shall (without limitation) in all events be generally consistent with Tenant's sole responsibility and expense. The rental amounts set forth in Section 3.1 of the TI Allowance Disbursement Diagram. Since Lease are not subject to adjustment based on the parties intend that Landlord will perform most (if not all) Cost of Improvements of the Tenant Improvements, regardless of whether the final Cost of Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to Tenant Improvements in any Building or Phase uses the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the entire Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the not. The foregoing Tenant Improvement Allowance which has not been claimed or drawn assumes that each Phase I Building will be composed of a minimum of 65% laboratory space and a maximum of 35% office space, and that the Phase II Building will be composed of a minimum of 50% laboratory space and a maximum of 50% office space, and such Tenant Improvement Allowance shall be subject to reduction (and/or to disapproval by Landlord of Tenant's proposed plans and specifications for the Tenant within eighteen (18Improvements in the applicable Building) months after if the Rent Commencement Date proposed laboratory space in a Building is less than the minimum percentage specified in this sentence. The square footage attributable to the Connector Bridge shall expire and shall no longer be available disregarded for purposes of applying the ratios set forth in the preceding sentence to Tenant thereafterthe Phase I Buildings.

Tenant’s Work. Subject to any restrictionsLandlord and Tenant agree that Guti▇▇▇▇▇ ▇▇▇struction Co., conditions or limitations expressly Inc. will construct the tenant improvements set forth in this Workletter or in on the Lease or Tenant's Plans (hereinafter "Tenant's Work") with respect to the Premises at cost (as otherwise expressly provided hereinafter defined), plus an amount for general conditions of seven percent (7%) (not to exceed $420,000.00) and a Landlord's contractor's fee of six percent (6%) of such aggregate cost, less an amount equal to the allowance set forth on Exhibit M attached hereto and made a part hereof. In order to provide for payment by mutual written agreement Tenant of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amountTenant's Work, the “Tenant Improvement Allowance”)Net Additional Cost of Landlord's Work, and any additional costs due to Change Orders provided for hereunder, less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenantsaid allowance, Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the expressly covenants with Landlord that Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled agrees to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on deposit into an unreimbursed basis for the Tenant Improvements. The funding of the Tenant Improvement Allowance 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 Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible interest-bearing account to be expended established and maintained by Landlord's mortgagee (or applied, and delivery of conditional or unconditional lien releases from all parties performing such other escrow agent mutually agreed upon by the applicable workparties), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable for any moving or relocation expenses of Tenantby April 1, or for any Cost of Improvement 2000, $3,000,000.00 (or any other cost or expensei.e. forty-three percent (43%) associated with any moveable furniture, 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 LeaseTotal Estimated Cost set forth below), and (ii) any portion by October 1, 2000, an additional $4,000,000.00 (i.e. fifty-seven percent (57%) of the Total Estimated Cost as set forth below). Tenant's deposits into escrow shall be released by Landlord's construction mortgagee, as escrow agent, to Landlord, or its contractors, as the case may be, upon Substantial Completion of Landlord's Work and Tenant's Work, as provided in Section 3.2 hereof. Tenant Improvement Allowance which has not been claimed shall be responsible for payment of escrow fees, if any, incurred by Landlord or drawn Tenant in connection with such escrow account. In addition, Tenant shall be responsible for interest costs and one-half percent (1/2 %) commitment fee incurred by Landlord in connection with its financing of the cost of Tenant's Work and Change Orders, as applicable. Any and all interest earned on the escrowed funds shall be payable to Tenant at such time as the escrow is released by Landlord's mortgagee, or such other mutually agreed upon escrow agent as aforesaid. It is acknowledged and agreed by Landlord and Tenant that Landlord's mortgagee shall have no right to set off such escrow account against any of Landlord's obligations with its mortgagee. In the event that this Lease is terminated by Tenant within eighteen pursuant to the provisions of Section 3.2, Landlord's mortgagee shall release all amounts in the escrow account (18including interest) months after to Tenant. The total estimated cost to complete the Rent Commencement Date Tenant's Work under this Lease is seven million dollars ($7,000,000.00) or forty dollars ($46.67) per square foot (hereinafter, the "Total Estimated Cost"). To the extent that the actual cost of the Tenant's Work, Net Additional Cost of Landlord's Work and/or Change Orders, as determined by this Article, is greater than the Total Estimated Cost, Landlord shall expire and shall no longer be available to provide Tenant thereafter.with written notice of such fact together with

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or Except as otherwise expressly provided in this Workletter (including, but not limited to, the cost allocations set forth in SCHEDULE C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, (i) the cost of construction of the Tenant Improvements shall be paid or reimbursed borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars (Cost of Improvements of $125.00) 100.00 per square foot times of space in the square footage of the Premises as determined pursuant to Building (measured in accordance with Section 3.1(c3.1(d) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ) for such Tenant Improvements and ($5,709,750ii) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions cost of construction of the Lease or Tenant Improvements in excess of this Workletter. Except as otherwise expressly provided in this Workletter, $100.00 per square foot of space in the Lease or Building for such Tenant Improvements up to a maximum additional cost of $30.00 per square foot shall be borne fifty percent (50%) by mutual written agreement of Landlord and fifty percent (50%) by Tenant, equating to a maximum total contribution by Landlord to the Cost of Improvements for the Tenant Improvements of $115.00 per square foot (the "TENANT IMPROVEMENT ALLOWANCE") if the total Cost of Improvements for the Tenant Improvements is $130.00 per square foot. Tenant shall be responsible, at its sole cost and expense, for payment of fifty percent (50%) of the first $30.00 per square foot of the Cost of Improvements of the Tenant Improvements in excess of $100.00 per square foot, for the entire Cost of Improvements of the Tenant Improvements in excess of $130.00 per square foot (if any such excess occurs) and for the entire cost of any Tenant's Work that is not part of the Tenant Improvement AllowanceImprovements, including (but not limited to) ), in each case, any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions. The rental schedule set forth in Section 3.1(a) of the Lease is subject to adjustment based on the Cost of Improvements of the Tenant Improvements, to the extent the total final contribution of Landlord toward the Cost of Improvements for the Tenant Improvements is less than $115.00 per square foot but Tenant shall be entitled to use or apply not less than $100.00 per square foot, in accordance with the entire Tenant Improvement Allowance provisions of Section 3.1(e) of the Lease. The funding of Landlord's share of the Cost of Improvements for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding 100% of the Tenant Improvement Allowance first $100.00 per square foot of such Cost of Improvements and 50% of each $1.00 per square foot of such Cost of Improvements in excess of $100.00 per square foot but not in excess of $130.00 per square foot) 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 Landlord, Project Manager Landlord and Landlord’s 's lender (if any) may reasonably prescribe prescribe, including (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenantbut not limited to), as applicableto the shared portion of such Cost of Improvements, has expended prior or incurred expenses for concurrent payment of Tenant's share of the design and construction applicable Cost of Tenant Improvements for which Improvements. Notwithstanding any other provisions of this Paragraph 4(b), to the extent any amounts are deducted from or charged against the Tenant Improvement Allowance is eligible pursuant to be expended the final sentence of Paragraph 4(a) hereof, whether as a result of implemented Change Order Requests, Tenant Delays and/or Unavoidable Delays or appliedotherwise, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures such amounts shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) result in a reduction of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions $100.00 per square foot) tranche of the Tenant Improvement Allowance that is borne 100% by Landlord with respect to be applied to Tenant’s Workthe Tenant Improvements, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) the application of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion second tranche of the Tenant Improvement Allowance which has not been claimed or drawn ($30.00 per square foot, borne 50% by Landlord and 50% by Tenant, up to a maximum contribution of $15.00 per square foot by Landlord) with respect to the Tenant within eighteen Improvements shall commence upon exhaustion of the first tranche of the Tenant Improvement Allowance as so reduced. The foregoing Tenant Improvement Allowance assumes a building composed of a minimum of 60% laboratory space and a maximum of 40% office space, and is subject to reduction (18and/or to disapproval by Landlord of Tenant's proposed plans and specifications for the Tenant Improvements) months after if the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafterproposed laboratory space is less than 60% of the square footage of the Building.

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or Except as otherwise expressly provided in this Workletter (including, but not limited to, the cost allocations set forth in Schedules C-1 and C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements Tenant’s Work shall be paid or reimbursed borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, 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 Unavoidable Delays, governmental requirements or unanticipated conditions. Notwithstanding the foregoing sentence, but the Cost of Improvements with respect to the construction of the Tenant Improvements in each Building shall be borne by Landlord up to a maximum contribution by Landlord equal to [REDACTED] per square foot, in the case of each of the Phase I Buildings (including the connector Bridge), and [REDACTED] per square foot, in the case of each phase of the Phase II Building, times the square footage of the applicable Building, as and when constructed (measured in accordance with Sections 1.1(c) and 3.1(d) of the Lease), toward the Cost of Improvements for the Tenant Improvements in the respective Buildings (the “Tenant Improvement Allowance”), less any reduction in such sum pursuant to Paragraph 4(a) or any other applicable provision of this Workletter. Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance Allowance, for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions each respective Building or charges as described above) phase prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for Tenant Improvements in such Building or phase. In all other respects, the timing, conditions and other procedures for Landlord’s disbursement of the Tenant Improvements. The funding Improvement Allowance for each Building or phase shall be as reasonably prescribed by Landlord, subject to approval by Tenant (which approval shall not be unreasonably withheld or delayed by Tenant); provided, however, that progress payments of the Tenant Improvement Allowance 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 not less often than monthly, subject to Tenant’s timely compliance with ail applicable conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery established pursuant to this sentence. To the extent the Cost of invoices and/or other evidence reasonably satisfactory Improvement with respect to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which any Building or Phase exceeds the Tenant Improvement Allowance is eligible to be expended or applied(as reduced, and delivery of conditional or unconditional lien releases from all parties performing the applicable workif applicable), which procedures whether as a result of implemented Change Order Requests, Tenant Delays and/or Unavoidable Delays or otherwise, the amount of such excess shall (without limitation) in all events be generally consistent with Tenant’s sole responsibility and expense. The rental amounts set forth in Section 3.1 of the TI Allowance Disbursement Diagram. Since Lease are not subject to adjustment based on the parties intend that Landlord will perform most (if not all) Cost of Improvements of the Tenant Improvements, regardless of whether the final Cost of Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to Tenant Improvements in any Building or Phase uses the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the entire Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the not. The foregoing Tenant Improvement Allowance which has not been claimed or drawn assumes that each Phase I Building will be composed of a minimum of 65% laboratory space and a maximum of 35% office space, and that the Phase II Building will be composed of a minimum of 50% laboratory space and a maximum of 50% office space, and such Tenant Improvement Allowance shall be subject to reduction (and/or to disapproval by Landlord of Tenant’s proposed plans and specifications for the Tenant within eighteen (18Improvements in the applicable Building) months after if the Rent Commencement Date proposed laboratory space in a Building is less than the minimum percentage specified in this sentence. The square footage attributable to the Connector Bridge shall expire and shall no longer be available disregarded for purposes of applying the ratios set forth in the preceding sentence to Tenant thereafterthe Phase I Buildings.

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or Except as otherwise expressly provided in this Workletter (including, but not limited to, the cost allocations set forth in Schedules C-1 and C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements in the Building shall be paid or reimbursed borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five and No/100 Dollars ($125.00100.00) per square foot times the square footage of the Premises as determined pursuant to Building (measured in accordance with Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ) toward the Cost of Improvements for such Tenant Improvements ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums sum pursuant to any applicable provisions of the Lease or Paragraph 4(a) of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, Tenant shall be responsible, at its sole cost and expenseexpense (except as otherwise provided in Paragraph 2(e)(i) hereof), for payment of the entire Cost of Improvements of the Tenant Improvements in the Building in excess of the Tenant Improvement AllowanceAllowance (if any such excess occurs) and for the entire cost of any Tenant’s Work that is not part of the Tenant Improvements, including (but not limited to) ), in each case, any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) Building prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the such Tenant Improvements. The funding of the Tenant Improvement Allowance for the Tenant Improvements shall be made in four (4) equal monthly installments, beginning on a monthly basis or at other convenient intervals mutually approved by Landlord the date Structural Completion is achieved (the “Baseline Payment Schedule”) and Tenant and in all other respects shall be based continuing on such commercially reasonable disbursement conditions and procedures as Landlordthe same day of each successive calendar month; provided, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may includehowever, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible willing to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any provide earlier funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned all or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the Tenant Improvement Allowance Allowance, upon reasonable prior written request by Tenant, for uses reasonably related to Tenant’s execution of contracts and payment of invoices related to Tenant’s Work, conditional upon Tenant’s payment to Landlord of simple interest at the rate of eight percent (8%) per annum from the date of each such advance until the date the advanced funds would otherwise have become payable to Tenant pursuant to the Baseline Payment Schedule, which has not been claimed or drawn interest shall be paid by Tenant within eighteen (18) months after to Landlord in a lump sum for each respective advance on or before the Rent Commencement Date shall expire and shall no longer be available date the advanced funds would otherwise have become payable to Tenant thereafterpursuant to the Baseline Payment Schedule.

Tenant’s Work. Subject Tenant shall cause its architect and/or engineer to any restrictionsprepare “Tenant’s Plans” for the initial improvements to be constructed on the Premises by Tenant for Landlord’s review and commercially reasonable approval, conditions which approval shall not be unreasonably withheld, conditioned or limitations expressly set forth in this Workletter delayed. If Tenant’s Plans are not approved or in the Lease or as otherwise expressly provided by mutual written agreement rejected within ten (10) business days of Landlord and delivery, Tenant, the cost of construction of the Tenant Improvements ’s Plans shall be paid or reimbursed by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars deemed approved. Once the Tenant’s Plans are approved ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement AllowanceTenant’s Approved Plans”), less any reduction the improvements to be constructed in or charge against such sums pursuant accordance therewith are referred to any applicable provisions herein as the “Initial Improvements”. Following the preparation and approval of the Lease or of this Workletter. Except as otherwise expressly provided in this WorkletterTenant’s Approved Plans, in the Lease or by mutual written agreement of Landlord and Tenant, Tenant shall be responsible, at its sole cost and expense, for payment subject to the Allowance (defined below), shall construct the Initial Improvements in a good and workmanlike manner substantially in accordance with Tenant’s Approved Plans (“Tenant’s Work”), and obtain all necessary permits in connection with ▇▇▇▇▇▇’s Work. Prior to the commencement of the entire Cost Initial Improvements, Tenant shall deliver to Landlord the contractor’s name, state license number, a certificate of Improvements liability insurance naming Landlord and, at Landlord’s option, ▇▇▇▇▇▇▇▇’s mortgagee as an additional insured. Landlord’s consent or comments on any such plans shall not be deemed an express or implicit covenant or warranty that any plans or specifications submitted by Tenant are accurate, safe or sufficient or that the same comply with any laws, ordinances, or building codes. Tenant will, during the Term of this Lease, indemnify, protect, defend and hold Landlord and the Tenant Improvements in excess of Indemnified Parties (defined above), and the Tenant Improvement AllowancePremises harmless for, from and against any loss, damage, liability, claims, cost or expense, including (but not limited to) any costs or cost increases attorneys’ fees and costs, incurred as a result of Unavoidable Delaysany defects in design, governmental requirements materials or unanticipated conditionsworkmanship resulting from ▇▇▇▇▇▇’s Work or any other alterations, but improvements, or modifications to the Premises. Notwithstanding anything to the contrary herein, Tenant shall be entitled responsible at Tenant’s sole cost and expense for all work, construction and installation in the Premises (including but not limited to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (all Tenant’s Work and all fixtures, furniture, equipment and other office installations), subject to any applicable restrictionsthe Allowance. For the avoidance of doubt, conditionsand to ensure clarity, limitations, reductions or charges this Lease is a ground lease and Tenant shall be responsible for constructing the Building on the Property as described above) prior to being required to expend any part of Tenant’s own funds on an unreimbursed basis for the Tenant Initial Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord Building and Tenant and in all other respects affixed improvements and structures on the Property shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery become the property of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for at the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable 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, trade fixtures, personal property or any other item or element which, under the applicable provisions end of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafter.

Tenant’s Work. Subject Landlord shall make available for the performance of Tenant's Work, and for the other purposes hereinafter specified, an allowance (the "Tenant Allowance") in an amount equal to any restrictionsthe product of (i) Five Dollars ($5.00) multiplied by (ii) the number of rentable square feet comprising the Premises. Landlord shall perform Tenant's Work and shall pay directly to its general contractor and other service providers and vendors the cost of performing all improvements shown and contemplated by the Final Plans and Specifications ("Tenant's Work"), conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenantincluding, but not limited to, the cost of construction demolition, permits and governmental inspections, all architectural and engineering fees, and a fee to Landlord in an amount equal to five percent (5%) of the hard costs of Tenant's Work and any Additional Tenant Work (as hereinafter defined), all of which costs shall be payable out of the Tenant Improvements Allowance to the extent that the Tenant Allowance is sufficient for that purpose, and any excess amount of which costs shall be paid or reimbursed by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor from Landlord. Landlord up shall solicit bids for Tenant's Work from at least three (3) contractors, one (1) of which may be designated by Tenant, if so designated by Tenant within two (2) business days after Landlord's request therefor (which request may be made verbally). All general contractor bids shall be submitted to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars Tenant for its review, and Tenant shall have five ($125.005) per square foot times the square footage days following receipt of the Premises as determined pursuant bids within which to Section 3.1(c) direct that changes be made in the bid documents to reduce the cost of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, work on which the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, 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 Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvementsbids were based. The funding of general contractor selected to construct the Tenant Improvement Allowance Tenant's Work 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 Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall demonstrate sufficient experience, in Landlord's reasonable opinion, to complete the Tenant Improvement Allowance or any portion thereof be used or useable for any moving or relocation expenses Tenant's Work in a workmanlike manner, (ii) furnish a certificate of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture, 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 Leaseinsurance, and (iiiii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereaftersatisfy other reasonable industry requirements.

Tenant’s Work. Subject To procure at Tenant's sole expense all necessary permits and licenses before undertaking any work on the Premises (except for Landlord's Permits); to do all such work in compliance with the applicable provisions of Sections 3.9 and 5.2.3 hereof; to do all such work in a good and workmanlike manner employing materials of good quality and so as to conform with all applicable zoning, building, fire, health and other codes, regulations, ordinances and laws; in situations where Landlord shall determine it appropriate to require the same, to furnish to Landlord prior to the commencement of any restrictionssuch work, conditions payment, performance and lien ▇▇▇▇▇ ▇▇▇ued by bonding companies acceptable to Landlord with a dual obligee bond in favor of Landlord and the holder of mortgages on the Premises; to keep the Premises at all times free of liens for labor and materials, and to discharge or limitations expressly bond over such liens forthwith after notice thereof from Landlord; to employ for such work only contractors approved by Landlord which approval shall not be unreasonably withheld; to require all contractors employed by Tenant to carry worker's compensation insurance in accordance with statutory requirements and commercial general liability insurance covering such contractors on or about the Premises in amounts that at least equal the limits set forth in this Workletter Section 1.1 and to submit certificates evidencing such coverage to Landlord prior to the commencement of such work; and to save Landlord harmless and indemnified from all injury, loss, claims or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant damage to any applicable provisions person or property due to such work (provided, however, that Tenant shall not be required to indemnify and save Landlord harmless from Landlord's Negligence) and to furnish to Landlord statements from all contractors and subcontractors certifying payment in full of any obligation owed to them in respect of work undertaken on the Lease or of this WorkletterPremises. Except as otherwise expressly provided in this Workletter, in the Lease or In all cases where plans are prepared for any work to be done by mutual written agreement of Landlord and Tenant, Tenant shall be responsible, at its sole cost and expense, for payment furnish copies of the entire Cost of Improvements of same to Landlord no less than fifteen (15) days prior to 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 Unavoidable Delays, governmental requirements or unanticipated conditions, but date on which Tenant shall be entitled to use or apply commence work in the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant Premises and in all other respects such cases, Tenant shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory provide to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction as-built plans in respect of such work promptly after Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for completes the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafter.

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as is determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise Otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, 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 Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding of the Tenant Improvement Allowance 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 Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien hen releases from all parties performing the applicable work), which procedures shall (without limitation) be generally consistent with the TI Allowance Disbursement Diagram. Since the parties intend that Landlord will perform most (if not all) of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if If any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. , Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafter.,

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or (a) In connection with Tenant’s intended upgrade of the 4th Floor Space shown on the plan and described in the Lease or scope of work attached as otherwise expressly provided by mutual written agreement of Landlord and Exhibit H hereto (“Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance’s Work”), less any reduction in or charge against Tenant agrees to use Landlord’s contractor, ▇▇▇▇▇▇▇▇ Construction of New England Limited Partnership (“▇▇▇▇▇▇▇▇”) as general contractor. ▇▇▇▇▇▇▇▇ shall competitively bid Tenant’s interior improvement plans and specifications, and solicit subcontractor bids for such sums pursuant to any applicable provisions work (minimum of three (3) bids for each major trade/division of the Lease or of this Workletterwork, including subcontractors recommended by Tenant), on an open book basis with Tenant. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, Tenant shall be responsible, at its sole cost and expense, responsible to pay 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 Unavoidable Delays, governmental requirements or unanticipated conditions, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges as described above) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. The funding of the Tenant Improvement Allowance 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 LandlordWork, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may includeincluding, without limitation, delivery a fee payable to ▇▇▇▇▇▇▇▇ equal to five percent (5%) of invoices and/or other the total cost of the work, including, without limitation, so-called hard costs, general conditions and special conditions. Upon request of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and Tenant shall enter into a mutually agreeable construction contract with respect to the Tenant’s Work. (b) Provided no Event of Default shall exist under this Lease, and this Lease shall be in full force and effect, upon Tenant’s written request, Landlord agrees to fund the costs incurred by Tenant in connection with Tenant’s Work, such costs to include so-called “hard costs” and “soft costs” (including, without limitation, architectural fees and engineering fees and expenses), not to exceed a maximum amount of Two Hundred Thousand and No/100 Dollars ($200,000.00) subject to the provisions of this Lease (“Landlord’s Allowance”). The Landlord’s Allowance shall be paid to Tenant, or directly to ▇▇▇▇▇▇▇▇, within thirty (30) days after presentation by Tenant to Landlord of evidence reasonably satisfactory to Landlord of Tenant’s payment for Tenant’s Work (or Project Manager that Landlord or evidence of completion of Tenant, as applicable, has expended or incurred expenses for ’s Work in the design and construction event of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable workany such direct payment), which procedures shall (when finished, including, without limitation, invoices (receipted if applicable), copies of partial lien waivers or final lien waivers (in the case of a final installment) be generally consistent with and the TI Allowance Disbursement Diagramlike. Since To the parties intend extent that Landlord will perform most (if not all) the cost of the Tenant Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Tenant’s Work exceeds Landlord’s Allowance, but prior to making any Tenant shall be entirely responsible for such payments, Landlord will first present Tenant with a copy excess. To the extent that Landlord’s Allowance shall exceed the cost of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request TenantTenant shall have the right to apply any balance of Landlord’s approval Allowance (not to exceed $90,000 in any event) against Rent due hereunder from and after the Remaining Space Termination Date. Landlord’s obligation to fund the Landlord’s Allowance shall expire and be unreasonably withheldof no further force or effect to the extent not utilized by Tenant in full in accordance with the terms of this paragraph by June 30, conditioned or delayed2011. For the avoidance of doubt, Landlord and Tenant expressly acknowledge and agree that the Rent under this Lease commences on the Commencement Date. (c) Landlord shall give Tenant at least ten (10) days’ prior written notice of the anticipated date of Substantial Completion (as that term is hereinafter defined) of the proposed disbursementsTenant’s Work (the “Remaining Space Termination Date”). To As used herein, the extent Tenant objects to any such proposed disbursements, term “Substantial Completion” shall mean that the Tenant’s Work has been substantially completed except for so-called punch list items which Landlord shall still be entitled to make payments to can complete within thirty (30) days and without material interference with the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable for any moving or relocation expenses conduct of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture, trade fixtures, personal property or any other item or element which, under ’s activities in 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) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18) months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafterPremises.

Tenant’s Work. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or Except as otherwise expressly provided in this Workletter (including, but not limited to, the cost allocations set forth in Schedules C-1 and C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements Tenant’s Work shall be paid or reimbursed borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Twenty-Five Dollars ($125.00) per square foot times the square footage of the Premises as determined pursuant to Section 3.1(c) of the Lease, or approximately Five Million Seven Hundred Nine Thousand Seven Hundred Fifty Dollars ($5,709,750) in total (such maximum amount, the “Tenant Improvement Allowance”), less any reduction in or charge against such sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, 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 Unavoidable Delays, governmental requirements or unanticipated conditions. Notwithstanding the foregoing sentence, but the Cost of Improvements with respect to the construction of the Tenant Improvements in each Building shall be borne by Landlord up to a maximum contribution by Landlord equal to One Hundred Ninety and No/100 Dollars ($190.00) per square foot, in the case of each of the Phase I Buildings (including the Connector Bridge), and One Hundred Forty-Five and No/100 Dollars ($145.00) per square foot, in the case of each phase of the Phase II Building, times the square footage of the applicable Building, as and when constructed (measured in accordance with Sections 1.1(c) and 3.1(d) of the Lease), toward the Cost of Improvements for the Tenant Improvements in the respective Buildings (the “Tenant Improvement Allowance”), less any reduction in such sum pursuant to Paragraph 4(a) or any other applicable provision of this Workletter. Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions each respective Building or charges as described above) phase prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for Tenant Improvements in such Building or phase. In all other respects, the timing, conditions and other procedures for Landlord’s disbursement of the Tenant Improvements. The funding Improvement Allowance for each Building or phase shall be as reasonably prescribed by Landlord, subject to approval by Tenant (which approval shall not be unreasonably withheld or delayed by Tenant); provided, however, that progress payments of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in not less often than monthly, subject to Tenant’s timely compliance with all other respects shall be based on such commercially reasonable disbursement applicable conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery established pursuant to this sentence. To the extent the Cost of invoices and/or other evidence reasonably satisfactory Improvement with respect to Landlord or Project Manager that Landlord or Tenant, as applicable, has expended or incurred expenses for the design and construction of Tenant Improvements for which any Building or Phase exceeds the Tenant Improvement Allowance is eligible to be expended or applied(as reduced, and delivery of conditional or unconditional lien releases from all parties performing the applicable workif applicable), which procedures whether as a result of implemented Change Order Requests, Tenant Delays and/or Unavoidable Delays or otherwise, the amount of such excess shall (without limitation) in all events be generally consistent with Tenant’s sole responsibility and expense. The rental amounts set forth in Section 3.1 of the TI Allowance Disbursement Diagram. Since Lease are not subject to adjustment based on the parties intend that Landlord will perform most (if not all) Cost of Improvements of the Tenant Improvements, regardless of whether the final Cost of Improvements and will hold the contracts for the same, Landlord will generally make direct payment of amounts due to Tenant Improvements in any Building or Phase uses the TI General Contractor, the TI Architect and others under applicable contracts and will charge such payments against the Tenant Improvement Allowance, but prior to making any such payments, Landlord will first present Tenant with a copy of the full “draw request package” (including invoices, certifications, lien releases and similar items substantially comparable to the documentation that would be required from Tenant with respect to any funding of portions of the Tenant Improvement Allowance to be applied to Tenant’s Work, if any) and will request Tenant’s approval (not to be unreasonably withheld, conditioned or delayed) of the proposed disbursements. To the extent Tenant objects to any such proposed disbursements, Landlord shall still be entitled to make payments to the extent Landlord in its sole discretion determines that such payment is required or appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i) under no circumstances shall the entire Tenant Improvement Allowance or any portion thereof be used or useable 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, 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) any portion of the not. The foregoing Tenant Improvement Allowance which has not been claimed or drawn assumes that each Phase I Building will be composed of a minimum of 65% laboratory space and a maximum of 35% office space, and that the Phase II Building will be composed of a minimum of 50% laboratory space and a maximum of 50% office space, and such Tenant Improvement Allowance shall be subject to reduction (and/or to disapproval by Landlord of Tenant’s proposed plans and specifications for the Tenant within eighteen (18Improvements in the applicable Building) months after if the Rent Commencement Date proposed laboratory space in a Building is less than the minimum percentage specified in this sentence. The square footage attributable to the Connector Bridge shall expire and shall no longer be available disregarded for purposes of applying the ratios set forth in the preceding sentence to Tenant thereafterthe Phase I Buildings.