Common use of Transfer Premium Clause in Contracts

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment the Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreementSpace; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of for each month during of the term of such agreement, in the amount of 50% of the amount by which within five (5) business days after Tenant receives the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthdescribed above.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee; provided, however, that Tenant shall not be required to 50% of pay to Landlord any Transfer Premium until such time as Tenant has recovered all applicable “Transfer Costs,” as that term is defined in this Section 14.3, it being understood that if in any year the gross revenues, less the deductions set forth and included in Transfer Costs, are less than any and all costs actually paid in assigning or subletting the affected space (defined belowcollectively “Transaction Costs”), the amount of the excess Transaction Costs shall be carried over to the next year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. As used herein, “Transfer Premium” means (a) in the case of an assignmentshall mean all rent, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for under this Lease during the term of such agreementthe Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer, (iv) any lease takeover incurred by Tenant in connection with the Transfer; (v) out-of-pocket costs of advertising the space subject to the Transfer, (vi) any improvement allowance or other economic concessions paid by Tenant to the Transferee in connection with the Transfer; and (cvii) reasonable attorneys’ fees incurred by Tenant in connection with the case Transfer; and (viii) the aggregate amount of Base Rent and Additional Rent paid by Tenant during the period prior to the commencement of the term of the Transfer during which Tenant does not occupy the Subject Space, commencing on and after the Downtime Start Date (as defined below) (collectively, “Transfer Costs”). The “Downtime Start Date” shall mean the later of (A) the date which Tenant vacates and does not reoccupy the Subject Space and delivers notice of the same to Landlord, and (B) the date Tenant enters into a Change of Controllisting agreement for the Subject Space with a reputable broker, any and provides Landlord with notice thereof. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment amount of Landlord’s applicable share of the Transfer Premium shall be made (x) in on a monthly basis as rent or other consideration is received by Tenant under the case of an assignment or a Change of ControlTransfer, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the has first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated recovered its Transfer Space for such monthCosts,.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, received by Tenant from such Transferee. As used herein, “Transfer Premium” means (a) in the case of an assignmentshall mean all rent, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for under this Lease during the term of such agreement; the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any free base rent reasonably provided to the Transferee, (ii) any brokerage commissions, (iii) legal fees, (iv) tenant improvement costs required by the Transferee, and (cv) any legal or other fees payable to Landlord in connection with the case Transfer, all of which shall be amortized on a Change of Control, any consideration paid by straight-line basis over the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment of Landlord’s share remaining term of the Transfer Premium shall be made (x) in the case of an assignment Lease, or a Change of Control, within 10 days after Tenant or the prior controlling party(ies)sublease, as the case may be. “Transfer Premium” shall also include, receive(s) the consideration described abovebut not be limited to, and (y) in the case of a subleasekey money, license bonus money or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other cash consideration paid by the transferee Transferee to Tenant under in connection with such agreement Transfer, any debt relief benefiting Tenant in connection with such Transfer, and any payment in excess of fair market value for such month (less all reasonable and customary expenses directly incurred services rendered by Tenant on account to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3), and the Transferee’s Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee’s Rent and the Quoted Rent, shall be computed after adjusting such agreementrent to the actual effective rent to be paid, including brokerage feestaking into consideration any and all leasehold concessions granted in connection therewith, legal feesincluding, construction costs but not limited to, any rent credit and Landlord’s review fee, as tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthrelevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any “Transfer Premium Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee (defined belowother than any Permitted Party). As used herein, “Transfer Premium” means (a) in the case of an assignmentshall mean all rent, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such agreement; free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (cv) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the case initial term of a Change of Controlthis Lease, any without interest) paid by Tenant for the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment amount of Landlord’s applicable share of the Transfer Premium shall be made (x) in the case of an assignment or on a Change of Control, within 10 days after Tenant or the prior controlling party(ies), monthly basis as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license rent or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount consideration is received by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthTransfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, actually received by Tenant from such Transferee; provided, however, that Tenant shall not be required to 50% of pay to Landlord any Transfer Premium until such time as Tenant has recovered all applicable “Subleasing Costs,” as that term is defined in this Section 14.3, it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (defined belowcollectively “Transaction Costs”), the amount of the excess Transaction Costs shall be carried over to the next year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. As used herein, “Transfer Premium” means (a) in the case of an assignmentshall mean all rent, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of under this Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month Lease during the term of such agreementthe Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer, (iv) any lease takeover incurred by Tenant in connection with the Transfer; (v) out-of-pocket costs of advertising the space subject to the Transfer, (vi) any improvement allowance or other economic concessions paid by Tenant to the Transferee in connection with the Transfer; (vii) reasonable attorneys’ fees incurred by Tenant in connection with the Transfer; and (viii) the unamortized amount (with amortization using an interest factor of 8% per year) of the amount expended by Tenant above and beyond the amount of 50% of the amount by Tenant Improvement Allowance in connection with the Tenant Improvements located in the Subject Space (which amounts are reflected in the rent and “Final Costs” as defined in the Tenant Work Letter). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by the transferee Transferee to Tenant under in connection with such agreement Transfer, and any payment in excess of fair market value for such month (less all reasonable and customary expenses directly incurred services rendered by Tenant on account of such agreementto Transferee or for assets, including brokerage feesfixtures, legal feesinventory, construction costs and Landlord’s review feeequipment, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable or furniture transferred by Tenant hereunder to Transferee in connection with respect to the Contemplated Transfer Space for such monthTransfer.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to Landlord, fifty percent (50% %) of any Transfer Premium derived by Tenant from such Transfer. The term “Transfer Premium” means all rent, additional rent or other consideration paid by such Transferee (defined belowincluding, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property) for the Subject Space in excess of the Rent payable by Tenant under this Lease (on a monthly basis during the Term, and on a per rentable square foot basis, if less than all of the Premises is Transferred), after deducting Permitted Transfer Costs. As used herein, “Permitted Transfer PremiumCosts” means the actual costs incurred and paid by Tenant for (a) any leasing commissions (not to exceed commissions typically paid in the case San Francisco office market at the time of an assignmentsuch Transfer), (b) reasonable legal fees and expenses in connection with the Transfer, (c) any consideration paid Alterations to the Subject Space made by Tenant in connection with the assignee for such assignmentTransfer, less and (d) marketing expenses and any other reasonable and customary out-of-pocket expenses directly reasonably incurred by Tenant in connection with the Transfer, provided that Tenant shall furnish Landlord with copies of bills or other documentation substantiating such costs. For purposes of calculating the Transfer Premium when the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized on account a straight-line basis, without interest, over the relevant term of the Transfer. If part of the consideration for such Transfer shall be payable other than in cash, Landlord’s share of such assignmentnon-cash consideration shall be in such form as is reasonably satisfactory to Landlord. If Tenant shall enter into multiple Transfers, including brokerage fees, legal fees, and Landlord’s review fee; the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Payment of the Transfer Premium payable to Landlord hereunder shall be made (b1) in the case of a Transfer other than a sublease, license or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement within ten (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee10) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies)owners of Tenant, as the case may be, receive(s) the consideration described above, and (y2) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of Transferee shall pay directly to Landlord fifty percent (50% %) of the amount by which the rent, additional rent and other consideration paid by due from the transferee Transferee to Tenant under such agreement lease for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review feeany Permitted Transfer Costs, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder under this Lease with respect to the Contemplated Transfer Subject Space for such monthmonth (calculated on a per rentable square foot basis). In the case of an assignment, Tenant and the assignee shall be jointly and severally liable for payment of any Transfer Premium. Tenant shall furnish upon Landlord’s request, a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and will derive from such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, received by Tenant from such Transferee. As used herein, “Transfer Premium” means (a) in the case of an assignmentshall mean all rent, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant in connection with such agreement; Transfer, including without limitation (i) any changes, alterations and improvements to the Premises and any tenant improvement allowances in connection with the Transfer, (ii) any free Base Rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii) any brokerage commissions in connection with the Transfer, (iv) legal fees reasonably incurred in connection with the Transfer, and (cv) any costs paid to Landlord (or ▇▇▇▇▇▇▇▇’s mortgagee, if applicable) in obtaining such party’s consent to the case of a Change of ControlTransfer (collectively, any “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer. In addition, payments for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer, which are not deemed part of the new controlling party(ies) to real property improvements shall be excluded from the prior controlling party(ies) on account calculation of this Leasethe Transfer Premium unless such payments are in excess of the fair market value of such items. Payment The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made (x) in the case of an assignment or on a Change of Control, within 10 days after Tenant or the prior controlling party(ies), monthly basis as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license rent or other occupancy agreement, on consideration is received by Tenant under the first day of each month during Transfer. Notwithstanding anything herein to the term of such agreementcontrary, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee no event shall Tenant be required to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder pay any Transfer Premium with respect to the Contemplated Transfer Space for such montha Permitted Transfer.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an art assignment, any consideration (including payment for Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below)received by Tenant. As used herein, “Transfer Premium” means shall mean (a) all rent, additional rent or other consideration payable by such Transferee in excess of the case of an assignment, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred Rent payable by Tenant under this Lease on account of such assignment, including brokerage fees, legal fees, and Landlord’s review feea per rentable square foot basis; (b) in the case of a sublease, license or other occupancy agreement, the amount by which all rent key money and other consideration bonus money paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreementTransferee; and (c) any payment in excess of fair market value for services rendered by Tenant to Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant in connection with the case Transfer, such as brokerage commissions and reasonable attorneys’ fees; and (ii) shall not include any compensation for the fair market value of a Change Tenant’s Property nor reasonable compensation for the sale of Control, any consideration paid by the new controlling party(ies) Tenant’s business that is not attributable to the prior controlling party(iesvalue of Tenant’s leasehold interest hereunder. Tenant shall pay the Transfer Premium to Landlord within five (5) on account of this Leasedays following receipt by Tenant. Payment of Tenant shall furnish upon Landlord’s share request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium. Within one (1) year following the date of the Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be made (x) in the case of an assignment or a Change of Controlfound understated, Tenant shall, within 10 thirty (30) days after Tenant or demand, pay the prior controlling party(ies)deficiency, as together with interest thereon at the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs Interest Rate and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term costs of such agreementaudit. If the Transfer Premium has been understated by more than ten percent (10%), Landlord shall have the right to cancel this Lease upon thirty (30) exceeds days’ notice to Tenant and Tenant shall indemnify Landlord from and against any and all liability associated with such termination, including but not limited to any claims by the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthTransferee.

Transfer Premium. (a) If Landlord consents to a Transfer, Tenant as a condition thereto which the parties hereby agree is reasonable, Landlord shall pay Landlord an amount equal be entitled to receive, as Additional Rent hereunder, fifty percent (50% %) of any Transfer Premium (defined below)derived from such Transfer. As used herein, “the term "Transfer Premium” " means ----------------- (ai) (A) in the case of an assignment, any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (bB) in the case of a subleaseany other Transfer, license all rent, additional rent or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee Transferee to Tenant the Transferor pursuant to such agreement (less all reasonable Transfer in excess of the base rent and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent additional rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such Transferor during the term of such agreement; and the Transfer on a per rentable square foot basis minus (cii) any brokerage commissions (not to exceed commissions typically paid in the case market at the time of a Change of Control, any consideration such subletting or assignment) and reasonable attorneys' fees paid by Transferor in connection with the new controlling party(iesTransfer (collectively, "Recoverable Expenses"), unless the deduction of such Recoverable -------------------- Expenses is waived by Transferor pursuant to Section 17.6(b) to below. For purposes of calculating the prior controlling party(ies) Transfer Premium in connection with a sublease, the Recoverable Expenses shall be deducted, on account an amortized basis, without interest, over the term of this Leasethe sublease. Payment of Landlord’s share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (x1) in the case of an assignment or a Change assignment, the Transferor shall pay the portion of Control, the Transfer Premium due to Landlord within 10 ten (10) days after Tenant or the prior controlling party(ies), as the case may be, receive(s) Transferor receives the consideration described in clause (i)(A) above, ; and (y2) in the case of a sublease, license or any other occupancy agreementTransfer, on the first day of each month during the term of such agreementthe Transfer, in the amount of Transferee shall pay directly to Landlord fifty percent (50% %) of the amount by which the rent, additional rent and or other consideration paid by due from the transferee to Tenant under such agreement Transferee for such month exceeds (less x) the base rent and additional rent payable by the applicable Transferor for said month which is allocable to the Transfer Premises, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Transferor pursuant to Section 17.6(b). This Section 17.6 shall not apply to a Transfer to a Permitted Transferee. (b) Within sixty (60) days after request by Landlord, Transferor shall provide Landlord a written statement, together with reasonably detailed invoices therefor, certifying the total amount of Recoverable Expenses in connection with any Transfer and Tenant's calculation of the Transfer Premium. If Transferor fails to provide such statement and invoices to Landlord within the sixty (60) day period, Transferor shall be deemed to have waived the deduction of Recoverable Expenses in determining the Transfer Premium. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and customary expenses directly incurred papers of Tenant, and any other Transferor, relating to a Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found to be understated, Tenant shall, within ten (10) days after demand, pay the deficiency; and, if understated by more than two percent (2%), Tenant on account shall pay Landlord's costs of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthaudit.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below)received by Tenant from such Transferee. As used herein, “"Transfer Premium” means (a) in the case of an assignment" shall mean all rent, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses (the "Transfer Costs") incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) marketing costs; (v) attorneys' fees paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (viii) the amount of Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Contemplated Transfer Subject Space for during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of such agreement; and (c) the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the case Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of a Change of Controlthe Tenant Improvement Allowance). "Transfer Premium" shall also include, any but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent the new controlling party(ies) provisions of this Section 14.3. Tenant shall be required to pay Landlord its portion of any Transfer Premium on a monthly basis when received by Tenant, provided that Tenant shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the prior controlling party(ies) on account terms of this Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthSection 14.3.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “"Transfer Premium” means (a) ," as that term is defined in the case of an assignmentthis Section 14.3, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred received by Tenant on account of from such assignmentTransferee. "Transfer Premium" shall mean all rent, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for under this Lease during the term of such agreement; the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer, and (ciii) any brokerage commissions in connection with the case of a Change of ControlTransfer (collectively, any "Tenant's Subleasing Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and an payment in excess of fair market value for services rendered by Tenant to Transferee or assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall make a determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment amount of Landlord’s 's applicable share of the Transfer Premium shall be made (x) in the case of an assignment or on a Change of Control, within 10 days after Tenant or the prior controlling party(ies), monthly basis as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license rent or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration is paid by the transferee Transferee to Tenant under such agreement for such month the Transfer. For purposes of calculating the Transfer Premium, on a monthly basis, (less all reasonable and customary expenses directly incurred A) Tenant's Subleasing Costs shall be deemed to be expended by Tenant on account in equal monthly amounts over the entire term of the Transfer and (B) the Rent paid for the Subject Space by Tenant shall be computed after adjusting such agreementrent to the actual effective rent to be paid, including brokerage feestaking into consideration any and all leasehold concessions granted in connection therewith, legal feesincluding, construction costs but not limited to, any rent credit and Landlord’s review fee, as tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthrelevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, actually received by Tenant from such Transferee; provided, however, that Tenant shall not be required to 50% of pay to Landlord any Transfer Premium (until such time as Tenant has recovered all applicable “Subleasing Costs,” as that term is defined below). As used hereinin this Section 14.3, “Transfer Premium” means (a) it being understood that if in any year the case of an assignment, any consideration paid by the assignee for such assignmentgross revenues, less the deductions set forth and included in Subleasing Costs, are less than any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; all costs actually paid in assigning or subletting the affected space (b) in the case of a sublease, license or other occupancy agreementcollectively "Transaction Costs"), the amount by which of the excess Transaction Costs shall be carried over to the next year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. "Transfer Premium" shall mean all rent, additional rent and or other consideration paid payable by such Transferee in connection with the transferee to Tenant pursuant to such agreement (less all reasonable Transfer in excess of the Rent and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of under this Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month Lease during the term of such agreementthe Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer, (iv) any lease takeover incurred by Tenant in connection with the Transfer; (v) out-of-pocket costs of advertising the space subject to the Transfer, (vi) any improvement allowance or other economic concessions paid by Tenant to the Transferee in connection with the Transfer; (vii) reasonable attorneys’ fees incurred by Tenant in connection with the Transfer; and (viii) the unamortized amount (with amortization using an interest factor of 8% per year) of the amount expended by Tenant above and beyond the amount of 50% of the amount by Tenant Improvement Allowance in connection with the Tenant Improvements located in the Subject Space (which amounts are reflected in the rent and "Final Costs" as defined in the Tenant Work Letter). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by the transferee Transferee to Tenant under in connection with such agreement Transfer, and any payment in excess of fair market value for such month (less all reasonable and customary expenses directly incurred services 760812.06/WLA375983-00004/11-2-16/ejs/ejs 36 COLORADO CENTER[2400 Broadway][Kite Pharam, Inc.] rendered by Tenant on account of such agreementto Transferee or for assets, including brokerage feesfixtures, legal feesinventory, construction costs and Landlord’s review feeequipment, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable or furniture transferred by Tenant hereunder to Transferee in connection with respect to the Contemplated Transfer Space for such monthTransfer.

Transfer Premium. If Except as otherwise provided in Sections 14.6 and 14.7 below, if Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, received by Tenant from such Transferee. As used herein, “Transfer Premium” means (a) shall mean all rent, additional rent, parking charges and other consideration received from such Transferee in excess of the case Rent, Additional Rent, parking charges and other consideration payable by Tenant under this Lease on a per rentable square foot basis if less than all of an assignmentthe Premises is transferred, any consideration paid by after deducting the assignee for such assignmentactual, less any reasonable and customary documented expenses directly incurred by Tenant on account for the following (collectively, the “Subleasing Costs”): (i) any changes, alterations and improvements made to the Premises, and/or any tenant improvement allowance, space planning allowance, moving allowance or other out-of-pocket monetary concessions paid or provided by Tenant to the Transferee, in connection with the Transfer; (ii) any brokerage commissions and advertising expenses in connection with the Transfer; and (iii) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord’s consent thereto (including Landlord’s attorneys’ fees); (iv) any costs to buy-out or takeover the previous lease of such assignmenta Transferee; and (v) the Rent paid to Landlord by Tenant for all days that Tenant has vacated the Subject Space following the later of (A) the date the Subject Space was first vacated by Tenant, including brokerage fees, legal fees(B) the date Landlord receives a factually correct written notice of Tenant’s intention to assign or sublet the Subject Space, and Landlord(C) the date Landlord receives a factually correct written notice that the Subject Space has been listed with an outside brokerage firm for marketing to third party tenants, up to the effective date of the sublease or assignment covering said Subject Space, or, if earlier, the date Tenant’s review fee; (b) assignee or subtenant takes possession of the Subject Space or Tenant ceases to list the Subject Space with an outside brokerage firm for marketing to third party tenants. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate or a sublease to a Business Affiliate pursuant to the provisions of Sections 14.6 and 14.7 below. “Transfer Premium” shall also include, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer but not sales proceeds from the case sale of a subleaseTenant or an Affiliate, license and any payment in excess of fair market value for services rendered by Tenant to the Transferee or other occupancy agreementfor assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all Subleasing Costs for such Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than such Subleasing Costs, the amount by which all rent and other consideration paid by of the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect excess Subleasing Costs shall be carried over to the Contemplated Transfer Space for next year and then deducted from gross revenues with the term of such agreement; and (c) in the case of procedure repeated until a Change of Control, any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthis achieved.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment for Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such monthprior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within thirty (30) days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration described above.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord an amount equal to Landlord, as Additional Rent, fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “Transfer Premium,” means (a) as that term is defined in the case of an assignmentthis Section 14.3, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred received by Tenant on account of from such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of this LeaseTransferee. Payment of Landlord▇▇▇▇▇▇▇▇’s share of the Transfer Premium shall be made paid to Landlord within five (x5) in the case of an assignment or a Change of Control, within 10 business days after Tenant or receipt thereof by ▇▇▇▇▇▇. The payments of Transfer Premium to Landlord shall be made on a monthly basis with respect to each Transfer separately, subject to an annual reconciliation on each anniversary date of the prior controlling party(ies), as Transfer. If the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month payments to Landlord under this Section during the term of such agreement, in twelve (12) months preceding each annual reconciliation exceed the amount of 50% the Transfer Premium determined on an annual basis, then Landlord shall refund to Tenant the amount of such overpayment or credit the overpayment against Tenant’s future obligations under this Section, at Tenant’s option. If Tenant has underpaid its obligations hereunder during the preceding twelve (12) months, Tenant shall immediately pay to Landlord the amount owing after the annual reconciliation. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the amount by which the rent Rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any alterations or improvements made to the Contemplated Transfer Space for such month.Premises in connection with the Transfer, (ii) any rent credit, improvement allowance or other economic concessions reasonably provided or paid by the Tenant to the Transferee in connection with the Transfer, (iii) any brokerage commissions paid by ▇▇▇▇▇▇ in connection with the Transfer, (iv)

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an fifty percent (50%) of the amount equal to 50% of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, received by Tenant from such Transferee. As used herein, “Transfer Premium” means (a) in the case of an assignmentshall mean all rent, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in excess of the amount by which all rent Rent (using a Base Rent figure of $24.00 per rentable square foot) and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any brokerage commissions in connection with the Transfer (iii) any costs to buy-out or takeover the previous lease of a Transferee, (iv) reasonable legal fees incurred in connection with the Transfer including those fees and costs reimbursed to Landlord pursuant to the last sentence of Section 14.1, and (v) the amount of any Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Contemplated Transfer Subject Space for during the term period commencing on the later of such agreement; (a) the date Tenant contracts with a reputable broker to market the Subject Space, and (cb) the date Tenant vacates the Subject Space, until the date six months after the commencement of the period, and (vi) any other “out-of-pocket” monetary concessions reasonably provided in connection with the case of a Change of ControlTransfer including, any consideration but not limited to, tenant improvement or decorating allowances (collectively, the “Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant covenants that any allocation of payments or other consideration payable or deliverable to Tenant in connection with any subletting of the new controlling party(ies) to the prior controlling party(ies) on account Premises or assignment of this Lease. Payment of LandlordLease shall be made in good faith and not with a purpose to avoid Tenant’s share obligation to pay fifty percent (50%) of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee; provided, however, that Tenant shall not be required to 50% of pay to Landlord any Transfer Premium (until such time as Tenant has recovered from payments or other consideration made by the Transferee in consideration of the Transfer all applicable “Tenant’s Subleasing Costs,” as that term is defined below)in this Section 14.3. As used herein, “Transfer Premium” means shall mean all rent, additional rent or other consideration payable by such Transferee for all or any applicable portion of the Premises in connection with the Transfer in excess of the Rent and Additional Rent payable (ain lieu of or in addition to rent) in the case of an assignment, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of under this Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer; (ii) any free base rent reasonably provided to the Transferee; (iii) any brokerage commissions and/or marketing fees in connection with the Transfer; (iv) any key money, bonus money or other cash consideration paid by Tenant to Transferee for furniture, fixtures, equipment and/or similar items; (v) any attorneys’ fees actually incurred by Tenant in connection with such agreementTransfer; (vi) the aggregate amount of Base Rent and Additional Rent paid by Tenant during the period prior to the commencement of the term of the Transfer during which Tenant does not occupy the Subject Space, commencing on and after the “Downtime Start Date” (as defined below); (vii) any lease takeover incurred by Tenant in connection with the Transfer for all or any applicable portion of the Premises; and (viii) out-of-pocket costs of advertising the space subject to the Transfer (collectively, “Subleasing Costs”). The “Downtime Start Date” shall mean the later of (A) the date which Tenant vacates and does not reoccupy the Subject Space and delivers notice of the same to Landlord, and (B) the date Tenant enters into a listing agreement for the Subject Space with a reputable broker, and provides Landlord with notice thereof. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer for all or any applicable portion of the Premises; provided, however, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all applicable Tenant’s Subleasing Costs for each applicable Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Tenant’s Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively “Transaction Costs”), the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis excess Transaction Costs shall be carried over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated next year and then deducted from net revenues with the procedure repeated until a Transfer Space for such monthPremium is achieved.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, received by Tenant from such Transferee. As used herein, “Transfer Premium” means (a) in the case of an assignmentshall mean all rent, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, and after deduction of (i) any costs of improvements made to the Subject Space in connection with such agreement; Transfer, (ii) brokerage commissions paid in connection with such Transfer, and (ciii) reasonable legal fees incurred in the case of a Change of Controlconnection with such Transfer (“Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, any but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant’s Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer. Notwithstanding the foregoing terms of this Section 14.3, Landlord hereby acknowledges that Tenant intends to enter into a sublease for space on the (x1st) in floor of the case of an assignment or a Change of Control, within 10 days after Tenant or Premises (the prior controlling party(ies“First Floor Sublease”), as and to the case may beextent Tenant enters into any such First Floor Sublease (that meets the terms hereof), receive(s) the consideration described above, and (y) Landlord shall not be entitled to any Transfer Premium in the case of a sublease, license or other occupancy agreement, on connection with the first day of each month during the term of such agreementFirst Floor Sublease, in the amount of 50% but such protection shall not apply to subsequent subleases of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthPremises.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “"Transfer Premium” means (a) ," as that term is defined in the case of an assignmentthis Section 14.3, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred received by Tenant on account of from such assignmentTransferee. "Transfer Premium" shall mean all rent, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in excess of the amount by which all rent Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, less (i) the cost of any changes, alterations and improvements to the Contemplated Premises in connection with the Transfer, (ii) the cost of any brokerage commissions, or tenant improvement allowances or other tenant inducements in connection with the Transfer, and (iii) reasonable attorneys' fees incurred by Tenant in connection with the Transfer. "Transfer Space Premium" shall also include, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3), and the Transferee's Rent, the Rent paid during each annual period for the term of Subject Space, and the Transferee's Rent, shall be computed after adjusting such agreement; rent to the actual effective rent to be paid, taking into consideration any and (c) all leasehold concessions granted in the case of a Change of Controlconnection therewith, including, but not limited to, any consideration paid by rent credit and improvement allowance. The determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment amount of Landlord’s 's applicable share of the Transfer Premium shall be made (x) in the case of an assignment or on a Change of Control, within 10 days after Tenant or the prior controlling party(ies), monthly basis as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license rent or other occupancy agreementconsideration is received by Tenant under the transfer. For purposes of calculating the Transfer Premium on a monthly basis, on the first day of each month during Rent paid for the term of such agreement, in the amount of 50% portion of the amount by which the rent and other consideration paid by the transferee Premises to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred be assigned or subleased by Tenant on account shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and improvement allowance. For purposes of calculating any such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as effective rent all such concessions shall be amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthrelevant term.

Transfer Premium. If Except with respect to a Change of Control, a Permitted Transfer or any other Transfer not requiring Landlord’s prior written consent, if Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment for Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; or (b) in the case of a sublease, license or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Controlassignment, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to Landlord, fifty percent (50% %) of any Transfer Premium derived by Tenant from such Transfer. The term “Transfer Premium” means all rent, additional rent or other consideration paid by such Transferee (defined belowincluding, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property) for the Subject Space in excess of the Rent payable by Tenant under this Lease (on a monthly basis during the Term, and on a per rentable square foot basis, if less than all of the Premises is Transferred), after deducting Permitted Transfer Costs. As used herein, “Permitted Transfer PremiumCosts” means the actual costs incurred and paid by Tenant for (ai) any leasing commissions (not to exceed commissions typically paid in the case San Francisco office market at the time of an assignmentsuch Transfer), (ii) reasonable legal fees and expenses in connection with the Transfer, (iii) any consideration paid Alterations to the Subject Space made by Tenant in connection with the assignee for such assignmentTransfer and any free rent, less and (iv) marketing expenses and any other reasonable and customary out-of-pocket expenses directly reasonably incurred by Tenant in connection with the Transfer, provided that Tenant shall furnish Landlord with copies of bills or other documentation substantiating such costs. For purposes of calculating the Transfer Premium when the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized on account a straight-line basis, without interest, over the relevant term of the Transfer. If part of the consideration for such Transfer shall be payable other than in cash, Landlord's share of such assignmentnon-cash consideration shall be in such form as is reasonably satisfactory to Landlord. If Tenant shall enter into multiple Transfers, including brokerage fees, legal fees, and Landlord’s review fee; Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer Payment of the Transfer Premium payable to Landlord hereunder shall be made (b1) in the case of a Transfer other than a sublease, license or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement within ten (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee10) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies)owners of Tenant, as the case may be, receive(s) the consideration described above, and (y2) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of Transferee shall pay directly to Landlord fifty percent (50% %) of the amount by which the rent, additional rent and other consideration paid by due from the transferee Transferee to Tenant under such agreement lease for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review feeany Permitted Transfer Costs, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder under this Lease with respect to the Contemplated Transfer Subject Space for such monthmonth (calculated on a per rentable square foot basis). In the case of an assignment, Tenant and the assignee shall be jointly and severally liable for payment of any Transfer Premium. Tenant shall furnish upon Landlord’s request, a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and will derive from such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, actually received by Tenant from such Transferee. As used herein, “Transfer Premium” means shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer (aas opposed to the sale of Tenant’s business) in excess of the case of an assignment, any consideration paid by the assignee for such assignment, less any reasonable Rent and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Contemplated Premises in connection with the Transfer, (ii) any brokerage commissions in connection with the Transfer Space for (iii) any free rent reasonably provided to the term of such agreement; and Transferee, (civ) any marketing fees in connection with the case of a Change of ControlTransfer, (iv) any key money, bonus money or other cash consideration paid by Tenant to Transferee for furniture, fixtures, equipment and/or similar items; (v) any attorney fees or fees paid to Landlord actually incurred by Tenant in connection with such Transfer; (vi) any lease takeover incurred by Tenant in connection with the new controlling party(iesTransfer; (vii) out-of-pocket costs of advertising the space subject to the prior controlling party(iesTransfer, and (viii) on account any improvement allowance or other economic concessions (space planning allowance, moving expenses, etc.) paid by Tenant to Transferee in connection with such Transfer. “Transfer Premium” shall also include, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer (as opposed to the sale of this LeaseTenant’s business), and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Payment The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. Notwithstanding anything contained herein to the contrary, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all applicable Tenant’s Subleasing Costs for each applicable Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Tenant’s Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(iescollectively “Transaction Costs”), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis excess Transaction Costs shall be carried over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated next year and then deducted from net revenues with the procedure repeated until a Transfer Space for such monthPremium is achieved.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, actually received by Tenant from such Transferee. As used herein, “Transfer Premium” means shall mean all rent, additional rent or other consideration payable (ain lieu of or in addition to rent) by such Transferee in connection with the Transfer (as opposed to the sale of the business) in excess of the case of an assignment, any consideration paid by the assignee for such assignment, less any reasonable Rent and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for under this Lease during the term of the Transfer, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant in connection with such agreementTransfer for (i) any improvement allowance or other economic concessions (space planning allowance, moving expenses, etc.) paid by Tenant to Transferee in connection with such Transfer, including any unamortized value of tenant improvements in excess of Forty-Five Dollars ($45.00) and up to Seventy-Five Dollars ($75.00) per rentable square foot in the Transferred Space paid for by Tenant; (ii) any brokerage commission incurred by Tenant in connection with the Transfer, (iii) reasonable attorneys’ fees incurred by Tenant (including attorneys’ fees paid to Landlord) in connection with the Transfer, (iv) any costs to buy-out or takeover the previous lease of a Transferee; (v) out-of-pocket costs of advertising the space that is the subject of the Transfer and (cvi) in the case aggregate amount of a Change of Control, any consideration Base Rent and Additional Rent paid by Tenant during the new controlling party(ies) period prior to the prior controlling party(iescommencement of the term of the transfer during which Tenant does not occupy the subject space, commencing on and after the Downtime State Date (as defined below) on account (collectively, “Subleasing Costs”). The “Downtime Start Date” shall mean the later of (A) the date which Tenant vacates and does not reoccupy the subject space and delivers Notice of the same to Landlord, and (B) the date Tenant enters into a listing agreement for the subject space with a reputable broker, and provides Landlord with Notice thereof; provided, however, in no event will Subleasing Costs for space not yet occupied by Tenant (and not occupied by Tenant merely as a subterfuge of this Leaseprovision) include any Base Rent and Additional Rent paid by Tenant to Landlord for a period of time in excess of six (6) months. Payment “Transfer Premium” shall also include, but not be limited to, key money and bonus money or other cash consideration for rent or in lieu of Landlord’s share rent paid by Transferee to Tenant in connection with such Transfer (as opposed to the sale of the business), and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer; provided, however, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all Subleasing Costs for such Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively, “Transaction Costs”), the amount of the excess Transaction Costs shall be carried over to the next year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. Notwithstanding anything contained in this Section 14.3 to the contrary, no Transfer Premium shall be made due in connection with Tenant’s sublease to Playa Capital Company, LLC (x“Playa Capital”) in as executed concurrently with this Lease (the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies“Playa Capital Sublease”), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee; provided, however, that Tenant shall not be required to 50% of pay to Landlord any Transfer Premium (until such time as Tenant has recovered all applicable "Transfer Costs," as that term is defined below). As used hereinin this Section 14.3, “Transfer Premium” means (a) it being understood that if in any year the case of an assignment, any consideration paid by the assignee for such assignmentgross revenues, less the deductions set forth and included in Transfer Costs, are less than any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; all costs actually paid in assigning or subletting the affected space (b) in the case of a sublease, license or other occupancy agreementcollectively "Transaction Costs"), the amount by which of the excess Transaction Costs shall be carried over to the next year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. "Transfer Premium" shall mean all rent, additional rent and or other consideration paid payable by such Transferee in connection with the transferee to Tenant pursuant to such agreement (less all reasonable Transfer in excess of the Rent and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for under this Lease during the term of such agreementthe Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer, (iv) any lease takeover incurred by Tenant in connection with the Transfer; (v) out-of-pocket costs of advertising the space subject to the Transfer, (vi) any improvement allowance or other economic concessions paid by Tenant to the Transferee in connection with the Transfer; and (cvii) reasonable attorneys' fees incurred by Tenant in connection with the case Transfer; and (viii) the aggregate amount of Base Rent and Additional Rent paid by Tenant during the period prior to the commencement of the term of the Transfer during which Tenant does not occupy the Subject Space, commencing on and after the Downtime Start Date (as defined below) (collectively, "Transfer Costs"). The "Downtime Start Date" shall mean the later of (A) the date which Tenant vacates and does not reoccupy the Subject Space and delivers notice of the same to Landlord, and (B) the date Tenant enters into a Change of Controllisting agreement for the Subject Space with a reputable broker, any and provides Landlord with notice thereof. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment amount of Landlord’s 's applicable share of the Transfer Premium shall be made (x) in on a monthly basis as rent or other consideration is received by Tenant under the case of an assignment or a Change of ControlTransfer, within 10 days after Tenant or the prior controlling party(ies)has first recovered its Transfer Costs, as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such month.

Transfer Premium. If 14.3.1 With respect to any Transfer requiring Landlord’s consent, if Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to 50% sixty percent (60%) of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, received by Tenant from such Transferee. As used herein, “Transfer Premium” means (ai)(a) in the case of an assignment, any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a subleaseany other Transfer, license all rent, additional rent or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee Transferee to Tenant the Transferor pursuant to such agreement (less all reasonable Transfer in excess of the base rent and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent additional rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such Transferor during the term of the Transfer on a per rentable square foot basis, minus (ii) any brokerage commissions (not to exceed commissions typically paid in the market at the time of such agreement; subletting or assignment) and reasonable attorneys’ fees paid by Transferor in connection with the Transfer and reasonable costs of tenant improvements incorporated into the Premises and paid for by Tenant (cwhether directly or by an allowance) in connection with the Transfer (up to, in the case of such tenant improvements, a Change maximum of ControlTwo Dollars and Fifty Cents ($2.50) per rentable square foot in the Contemplated Transfer Space) (“Recoverable Expenses”). For purposes of calculating the Transfer Premium in connection with a sublease, any consideration paid by the new controlling party(ies) to Recoverable Expenses shall be deducted, on an amortized basis, without interest, over the prior controlling party(ies) on account term of this Leasethe sublease. Payment of Landlord’s share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (x1) in the case of an assignment or a Change assignment, the Transferor shall pay the portion of Control, the Transfer Premium to Landlord within 10 ten (10) days after Tenant or the prior controlling party(ies), as the case may be, receive(s) Transferor receives the consideration described in clause (i)(a) above, ; and (y2) in the case of a subleaseany other Transfer, license or other occupancy agreementconcurrent with the Transferee’s monthly payment of base rent, on the first day of each month during the term of such agreement, in the amount of 50% Transferee shall pay directly to Landlord sixty percent (60%) of the amount by which the rent, additional rent and or other consideration paid by received from the transferee to Tenant under such agreement Transferee for such month exceeds (less all reasonable x) the base rent and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent additional rent payable by Tenant hereunder with respect the applicable Transferor for said month which is allocable to the Contemplated Transfer Space for Space, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Transferor pursuant to Section 14.3.2 below.

Transfer Premium. If Landlord consents to a Transfer, as a condition ---------------- thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “"Transfer Premium” means (a) ," as that term is defined in the case of an assignmentthis Section 14.3, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred received by Tenant on account of from such assignmentTransferee. "Transfer Premium" shall mean all rent, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for under this Lease during the term of such agreement; the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer, and (ciii) any brokerage commissions in connection with the case of a Change of ControlTransfer (collectively, any "Tenant's Subleasing Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment amount of Landlord’s 's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (xi) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the case entire term of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(sTransfer and (ii) the consideration described above, and (y) in Rent paid for the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred Subject Space by Tenant on account shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as effective rent all such concessions shall be amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthrelevant term.

Transfer Premium. If Landlord consents to any Transfer (other than a Permitted Transfer), Tenant, contemporaneously with Tenant’s delivery of a fully executed duplicate original of the document or documents effecting such Transfer, shall deliver to Landlord a certification (the “Transfer Premium Certificate”) of the amount of any consideration to be received by Tenant that is attributable to such Transfer. Except in the case of a Permitted Transfer, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Net Transfer Premium (defined belowas hereinafter defined) within thirty (30) days after same is received and collected by Tenant from time to time. As used herein, “Net Transfer Premium” shall mean, with respect to any Transfer, the amount of any consideration received from any Transferee in consideration for such Transfer less: (i) in the case of a subletting, all Rent payable under this Lease in respect of the Subject Space during the term of such sublease; and (ii) Transfer Costs (as hereinafter defined). As used herein, “Transfer PremiumCosts” means with respect to any Transfer shall mean: (a) in the case of an assignment, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, allowances or other economic concessions (including brokerage fees, legal fees, and Landlord’s review feefree rent periods); (b) in costs of alterations made to the case Premises (including without limitation costs of a subleasedividing the Premises and creating common corridors); (c) brokerage commissions; (d) advertising and marketing costs; and (e) reasonable legal, license architectural, and engineering costs paid or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable (whether incurred directly by Tenant hereunder with respect or reimbursed by Tenant to Landlord or other parties). If part of the Contemplated consideration for such Transfer Space for the term of such agreement; and (c) shall be payable other than in the case of a Change of Controlcash, any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment of Landlord’s share of the Transfer Premium such non-cash consideration shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), such form as the case may be, receive(s) the consideration described above, is reasonably satisfactory to Landlord and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthTenant.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment for Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreementSpace; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of for each month during of the term of such agreement, in the amount of 50% of the amount by which within five (5) business days after Tenant receives the rent and other consideration paid by described above. Notwithstanding any contrary provision of this Section 14.3, Tenant shall not be required to pay Landlord any portion of any Transfer Premium arising from any Change of Control that occurs for a good faith operating business purpose and not in order to evade the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account requirements of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monththis Section 14.3.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “"Transfer Premium” means (a) ," as that term is defined in the case of an assignmentthis Section 14.3, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred received by Tenant on account of from such assignmentTransferee. "TRANSFER PREMIUM" shall mean all rent, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for under this Lease during the term of such agreement; the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (ciii) any brokerage commissions in connection with the case of a Change of ControlTransfer (collectively, any "TENANT'S SUBLEASING COSTS"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment amount of Landlord’s 's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (xi) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the case entire term of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(sTransfer and (ii) the consideration described above, and (y) in Rent paid for the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred Subject Space by Tenant on account shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For IRVINE OAKS EXECUTIVE PARK [Kofax Image Products, Inc.] 42 purposes of calculating any such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as effective rent all such concessions shall be amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthrelevant term.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below)received by Tenant. As used herein, “Transfer Premium” means shall mean (a) all rent, additional rent or other consideration payable by such Transferee in excess of the case of an assignment, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred Rent payable by Tenant under this Lease on account of such assignment, including brokerage fees, legal fees, and Landlord’s review feea per rentable square foot basis; (b) in the case of a sublease, license or other occupancy agreement, the amount by which all rent key money and other consideration bonus money paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreementTransferee; and (c) any payment in excess of fair market value for services or furniture rental rendered by Tenant to Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant in connection with the case Transfer, such as customary brokerage commissions and reasonable attorneys’ fees and the cost of a Change any alterations made by Tenant as consideration for such Transfer; and (ii) shall not include any compensation for the fair market value of Control, any consideration paid by Tenant’s Property nor reasonable compensation for the new controlling party(ies) sale of Tenant’s business that is not attributable to the prior controlling party(iesvalue of Tenant’s leasehold interest hereunder. Such reductions and exclusions in clauses (i) on account of this Leaseand (ii) are referred to hereafter as (“Transfer Premium Reductions”). Payment of Tenant shall pay the Transfer Premium to Landlord within five (5) days following receipt by Tenant. Tenant shall furnish upon Landlord’s share request a complete statement setting forth in detail the computation of any Transfer Premium. Within ninety (90) days following the date of the Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be made found understated, Tenant shall, within thirty (x30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and, if understated by more than five percent (5%), Landlord’s costs of such audit. Notwithstanding the foregoing, Tenant shall not be required to pay any Transfer Premium (a) in the case of an assignment connection with any Permitted Transfer or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described aboveSpace Share, and (yb) in the case with respect to any sublease of a sublease, license all or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% any portion of the amount by which 5353 First Floor, the rent Transfer Premium shall not include any Transfer Premium for the sublease of the 5353 First Floor (and other consideration paid by no Transfer Premium Reduction equitably attributable to the transferee 5353 First Floor shall be applied to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent Transfer Premium payable by Tenant hereunder in connection with respect to the Contemplated Transfer Space for such monthTransfer).

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “"Transfer Premium” means , " as that term is defined in this Section 14 . 3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under the Lease, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (a) in the case Base Rent and the amount of an assignment, any consideration Tenant's Share of Direct Expenses paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred to Landlord by Tenant on account during the period of such assignment, including brokerage fees, legal fees, and Landlord’s review feethe sublease term or during the assignment with respect to the Subject Space; (b) in the case Base Rent and the amount of Tenant's Share of Direct Expenses as to the Subject Space paid to Landlord by Tenant for the period commencing on the later of (i) the date the space was listed with a broker for assignment or subletting purposes or (ii) the date the Subject Space had been vacated by Tenant and continuing until the date the assignee or sublessee was to pay rent under the assignment or sublease, license ; (c) any improvement allowance or other occupancy agreementeconomic concession (planning allowance, the amount by which all rent and other consideration moving expenses, etc.) paid by the transferee Tenant to Tenant pursuant to such agreement sublessee or assignee; (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage d) brokers' commissions; (e) attorneys' fees, legal fees, construction costs and Landlord’s review fee; (f) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreementlease takeover payments; and (cg) costs of advertising the space for sublease or assignment. "Transfer Premium" shall also include, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer; provided, however, that "Transfer Premium" shall not include any amount received by Tenant for the sale of its business or any portion thereof as distinguished from amounts received by Tenant for its leasehold interest in the case of a Change of Control, any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment In the calculations of Landlord’s share of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3), the Rent paid during each annual period for the Subject Space, and the Transferee's Rent shall be made (x) computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in the case connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of an assignment or a Change of Controlcalculating any such effective rent, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of all such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as concessions shall be amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthrelevant term.

Transfer Premium. 14.3.1 If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to 50% sixty percent (60%) of any “Transfer Premium (Premium,” as that term is defined below)in this Section 14.3, received by Tenant from such Transferee. As used herein, “Transfer Premium” means (ai)(a) in the case of an assignment, any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a subleaseany other Transfer, license all rent, additional rent or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee Transferee to Tenant the Transferor pursuant to such agreement (less all reasonable Transfer in excess of the base rent and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent additional rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such Transferor during the term of such agreement; and the Transfer on a per rentable square foot basis, minus (cii) any brokerage commissions (not to exceed commissions typically paid in the case market at the time of a Change of Control, any consideration such subletting or assignment) and reasonable attorneys’ fees paid by Transferor in connection with the new controlling party(ies) Transfer (“Recoverable Expenses”), unless the deduction of such Recoverable Expenses is waived by Transferor pursuant to Section 14.3.2 below. For purposes of calculating the prior controlling party(ies) Transfer Premium in connection with a sublease, the Recoverable Expenses shall be deducted, on account an amortized basis, without interest, over the term of this Leasethe sublease. Payment of Landlord’s share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (x1) in the case of an assignment or a Change assignment, the Transferor shall pay the portion of Control, the Transfer Premium due to Landlord within 10 ten (10) days after Tenant or the prior controlling party(ies), as the case may be, receive(s) Transferor receives the consideration described in clause (i)(a) above, ; and (y2) in the case of a sublease, license or any other occupancy agreementTransfer, on the first day of each month during the term of such agreementthe Transfer, in the amount of 50% Transferee shall pay directly to Landlord sixty percent (60%) of the amount by which the rent, additional rent and or other consideration paid by due from the transferee to Tenant under such agreement Transferee for such month exceeds (less all reasonable x) the base rent and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent additional rent payable by Tenant hereunder with respect the applicable Transferor for said month which is allocable to the Contemplated Transfer Space for Space, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Transferor pursuant to Section 14.3.2 below.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment for Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below)received by Tenant. As used herein, “Transfer Premium” means shall mean (a) all rent, additional rent or other consideration payable by such Transferee in excess of the case of an assignment, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred Rent payable by Tenant under this Lease on account of such assignment, including brokerage fees, legal fees, and Landlord’s review feea per rentable square foot basis; (b) in the case of a sublease, license or other occupancy agreement, the amount by which all rent key money and other consideration bonus money paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreementTransferee; and (c) any payment in excess of fair market value for services rendered by Tenant to Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant in connection with the case Transfer, such as customary brokerage commissions and reasonable attorneys’ fees; and (ii) not include any compensation for the fair market value of a Change Tenant’s Property nor reasonable compensation for the sale of Control, any consideration paid by the new controlling party(ies) Tenant’s business that is not attributable to the prior controlling party(iesvalue of Tenant’s leasehold interest hereunder. Tenant shall pay the Transfer Premium to Landlord within five (5) on account days following receipt by ▇▇▇▇▇▇. Tenant shall furnish upon ▇▇▇▇▇▇▇▇’s request a complete statement, certified by an independent certified public accountant, or ▇▇▇▇▇▇’s chief financial officer, setting forth in detail the computation of this Leaseany Transfer Premium. Payment Within one (1) year following the date of Landlord’s share the Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be made (x) in the case of an assignment or a Change of Controlfound understated, Tenant shall, within 10 thirty (30) days after Tenant or demand, pay the prior controlling party(ies)deficiency, as together with interest thereon at the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs Interest Rate and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term costs of such agreementaudit. If the Transfer Premium has been understated by more than ten percent (10%), Landlord shall have the right to cancel this Lease upon thirty (30) exceeds days’ notice to Tenant and Tenant shall indemnify Landlord from and against any and all Claims associated with such termination, including but not limited to any Claims by the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthTransferee.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “"Transfer Premium” means (a) ," as that term is defined in the case of an assignmentthis Section 14.3, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred received by Tenant on account of from such assignmentTransferee. "TRANSFER PREMIUM" shall mean all rent, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for under this Lease during the term of such agreement; the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (ciii) any brokerage commissions, and (iv) reasonable attorneys' fees in connection with the case of a Change of ControlTransfer (collectively, any "TENANT'S SUBLEASING COSTS"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant as consideration for such Transfer and which consideration is in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment amount of Landlord’s 's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (xi) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the case entire term of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(sTransfer and (ii) the consideration described above, and (y) in Rent paid for the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred Subject Space by Tenant on account shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as effective rent all such concessions shall be amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthrelevant term.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment for Leasehold Improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including improvement allowances, brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, improvement allowances, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreementSpace; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) on account of such Change of Control. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 30 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of for each month during of the term of such agreement, in the amount of 50% of the amount by which within five (5) business days after Tenant receives the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthdescribed above.

Transfer Premium. 1. If Landlord consents to a Transfer, Tenant as a condition thereto which the parties hereby agree is reasonable, Landlord shall pay Landlord an amount equal be entitled to 50% receive, as Additional Rent hereunder, seventy-five percent (75%) of any Transfer Premium (defined below)derived from such Transfer. As used herein, the term “Transfer Premium” means (a) in the case of an assignment, any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a subleaseany other Transfer, license all rent, additional rent or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee Transferee to Tenant the Transferor pursuant to such agreement (less all reasonable Transfer in excess of the base rent and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent additional rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such Transferor during the term of such agreement; and the Transfer on a per rentable square foot basis, after deducting, on an amortized basis, without interest, over the term of the Transfer, any brokerage commissions (c) not to exceed commissions typically paid in the case market at the time of a Change of Controlsuch subletting or assignment), any consideration reasonable attorneys’ fees paid by Tenant in connection with the new controlling party(iesTransfer and the reasonable costs of any tenant improvements (which in no event shall exceed ten dollars per square foot) to paid by Tenant in connection with the prior controlling party(ies) on account of this LeaseTransfer (“Recoverable Expenses”). Payment of Landlord’s share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (xi) in the case of an assignment or a Change assignment, the Transferor shall pay Landlord’s portion of Control, the Transfer Premium to Landlord within 10 ten (10) days after Tenant or the prior controlling party(ies), as Transferor receives the case may be, receive(s) the consideration described above, Transfer Premium; and (yii) in the case of a sublease, license or any other occupancy agreementTransfer, on the first day of each month during the term of such agreementthe Transfer, in the amount of 50% Transferee shall pay directly to Landlord seventy-five percent (75%) of the amount by which the rent, additional rent and or other consideration paid by due from the transferee to Tenant under such agreement Transferee for such month exceeds (less all reasonable 1) the base rent and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent additional rent payable by Tenant hereunder with respect the applicable Transferor for said month which is allocable to the Contemplated Transfer Space for Premises, plus (2) the amortized amount of Recoverable Expenses allocated to such month. No Transfer Premium shall be payable to Landlord in connection with a Permitted Transfer.

Transfer Premium. If Landlord consents shall give its consent to a Transferany assignment of this Lease or to any sublease, Tenant shall in consideration therefor pay Landlord an amount equal to 50% of any Transfer Premium Landlord, as Additional Rent, the following amounts (defined below). As used herein, collectively the “Transfer Premium” means ”): (a) in the case of an assignment, any consideration an amount equal to fifty percent (50%) of all sums and other considerations paid to Tenant by the assignee for such assignment, less any reasonable and customary expenses directly incurred or by Tenant on account reason of such assignment, including sums paid for the sale of Tenant’s Property, but excluding Oyster Point Marina Plaza Office LeaseKashiwa Fudosan America, Inc. :: ESSA Pharmaceuticals Corp. the following: (i) in the case of a sale of Tenant’s Property, the then-current net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns; (ii) then-customary brokerage feescommissions being paid by Landlord for leasing of space in the Building or, if less, the brokerage commission paid by Tenant in connection with the assignment; (iii) reasonable legal fees, fees and Landlord’s review feedisbursements; and (iv) reasonable amounts paid by Tenant for tenant improvements constructed for the assignee; and (b) in the case of a sublease, license fifty percent (50%) of any rents, additional charge, or other occupancy agreement, consideration payable under the amount by which all rent and other consideration paid sublease to Tenant by the transferee to Tenant pursuant to such agreement subtenant which is in excess of the Base Rent and Additional Rent accruing during the term of the sublease in respect of the subleased space (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds at the Monthly Rent rate per square foot payable by Tenant hereunder with respect hereunder) pursuant to the Contemplated Transfer Space terms hereof, including sums paid for the term sale or rental of such agreement; and Tenant’s Property, but excluding the following: (ci) in the case of a Change the sale or lease of ControlTenant’s Property, any consideration the then-current net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns; (ii) then-customary brokerage commissions being paid by Landlord for leasing of space in the new controlling party(iesBuilding or, if less, the brokerage commission paid by Tenant in connection with the sublease; (iii) to reasonable legal fees and disbursements; and (iv) reasonable amounts paid by Tenant for tenant improvements constructed for the prior controlling party(ies) on account of this Leasesubtenant. Payment of Landlord’s share of The sums payable as the Transfer Premium under this § 17.8 shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), paid to Landlord as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid when payable by the transferee subtenant or assignee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthTenant.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an fifty percent (50%) of the amount equal of any “Transfer Premium,” as that term is defined in this SECTION 14.3, received by Tenant from such Transferee. Notwithstanding the foregoing, during any period in which Tenant fails to 50% occupy at least four (4) full floors of the Building, Tenant shall pay to Landlord one hundred percent (100%) of the amount of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred received by Tenant on account of during such assignmentperiod. “TRANSFER PREMIUM” shall mean all rent, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in excess of the amount by which all rent Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses actually incurred by Tenant for the following costs (collectively, the “SUBLEASING COSTS”): (i) any changes, alterations and improvements to the Premises in connection with the Transfer which comply with the terms of this Lease, (ii) any brokerage commissions in connection with the Transfer, (iii) reasonable legal fees incurred in connection with the Transfer, including those fees and costs reimbursed to Landlord pursuant to the last sentence of SECTION 14.1, (iv) the amount of any Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Contemplated Transfer Subject Space for during the period commencing on the later of (a) the date Tenant contracts with a reputable broker to market the Subject Space, or (b) the date Tenant vacates the Subject Space, until the commencement of the term of such agreement; the Transfer, and (cv) any other “out-of-pocket” monetary concessions reasonably provided in connection with the case of a Change of ControlTransfer, any consideration including, but not limited to, tenant improvement or decorating allowances. “TRANSFER PREMIUM” shall also include, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. If part of the new controlling party(ies) Transfer Premium shall be payable to the prior controlling party(ies) on account of this Lease. Payment of Transferee other than in cash, Landlord’s share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. The determination of the amount of the Transfer Premium shall be made (x) on an annual basis in accordance with the case terms of this SECTION 14.3.1, but an assignment or a Change estimate of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% the Transfer Premium shall be made each month and one-twelfth of such estimated amount shall be paid to Landlord promptly, but in no event later than the next date for payment of Base Rent hereunder, subject to an annual reconciliation on each anniversary date of the Transfer. If the payments to Landlord under this SECTION 14.3.1 during the twelve (12) months preceding each annual reconciliation exceed the amount of Transfer Premium determined on an annual basis, then Landlord shall credit the overpayment against Tenant’s future obligations under this SECTION 14.3.1 or if the overpayment occurs during the last year of the Transfer in question, refund the excess to Tenant. If Tenant has underpaid Landlord’s share of the Transfer Premium, as determined by which such annual reconciliation, Tenant shall pay the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account amount of such agreementdeficiency to Landlord promptly, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over but in no event later than the term next date for payment of such agreement) exceeds the Monthly Base Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such month.hereunder,

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below)received by Tenant. As used herein, “Transfer Premium” means shall mean (a) all rent, additional rent or other consideration payable by such Transferee in excess of the case of an assignment, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred Rent payable by Tenant under this Lease on account of such assignment, including brokerage fees, legal fees, and Landlord’s review feea per rentable square foot basis; (b) in the case of a sublease, license or other occupancy agreement, the amount by which all rent key money and other consideration bonus money paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreementTransferee; and (c) any payment in excess of fair market value for services rendered by Tenant to Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant in connection with the case Transfer, such as customary brokerage commissions, tenant improvements and reasonable attorneys’ fees; and (ii) shall not include any compensation for the fair market value of a Change Tenant’s Property nor reasonable compensation for the sale of Control, any consideration paid by the new controlling party(ies) Tenant’s business that is not attributable to the prior controlling party(iesvalue of Tenant’s leasehold interest hereunder. Tenant shall pay the Transfer Premium to Landlord within fifteen (15) on account days following receipt by ▇▇▇▇▇▇. Tenant shall furnish upon ▇▇▇▇▇▇▇▇’s request a complete statement, certified by an independent certified public accountant, or ▇▇▇▇▇▇'s chief financial officer, setting forth in detail the computation of this Leaseany Transfer Premium. Payment Within six (6) months following the date of Landlord’s share the Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be made (x) in the case of an assignment or a Change of Controlfound understated, Tenant shall, within 10 thirty (30) days after Tenant or demand, pay the prior controlling party(ies)deficiency, as together with interest thereon at the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs Interest Rate and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term costs of such agreementaudit. If the Transfer Premium has been understated by more than ten percent (10%), Landlord shall have the right to cancel this Lease upon thirty (30) exceeds days’ notice to Tenant and Tenant shall indemnify Landlord from and against any and all liability associated with such termination, including but not limited to any claims by the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthTransferee.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “"Transfer Premium” means (a) ," as that term is defined in the case of an assignmentthis SECTION 14.3, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred received by Tenant on account from such Transferee. "Transfer Premium" shall mean the total of such assignmentall rent, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of under this Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month Lease during the term of such agreement, in the amount of 50% Transfer (on a per RSF basis if less than all of the amount Premises is transferred), after deducting all expenses incurred by which Tenant (brokerage, legal, construction, and/or design fees paid to unrelated third parties, other reasonable out-of-pocket costs paid to unrelated third parties incurred in connection with such transfer, and the rent and amortized value of tenant improvements made by Tenant to the Subject Space during the first two years of the Lease term (amortized over the entire initial term of the Lease)) resulting from a Transfer. "Transfer Premium" shall also include, but not be limited to, bonus money or other cash consideration paid by the transferee Transferee to Tenant under in connection with such agreement Transfer, and any payment in excess of fair market value for such month (less all reasonable and customary expenses directly incurred services rendered by Tenant on account to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this SECTION 14.3), and the Transferee's Rent, the Rent paid during each annual period for the Subject Space, and the Transferee's Rent shall be computed after adjusting such agreementrent to the actual effective rent to be paid, including brokerage feestaking into consideration any and all leasehold concessions granted in connection therewith, legal feesincluding, construction costs but not limited to, any rent credit and Landlord’s review fee, as tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthrelevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “"Transfer Premium” means (a) ," as that term is defined in the case of an assignmentthis Section 14.3, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred received by Tenant on account of from such assignmentTransferee. "TRANSFER PREMIUM" shall mean all rent, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for under this Lease during the term of such agreement; the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (ciii) any brokerage commissions in connection with the case of a Change of ControlTransfer (collectively, any "TENANT'S SUBLEASING COSTS"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment amount of Landlord’s 's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (xi) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the case entire term of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(sTransfer and (ii) the consideration described above, and (y) in Rent paid for the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred Subject Space by Tenant on account shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as effective rent all such concessions shall be amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthrelevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “"Transfer Premium” means (a) ," as that term is defined in the case of an assignmentthis Section 14.3, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred received by Tenant on account of from such assignmentTransferee. "Transfer Premium" shall mean all rent, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for under this Lease during the term of such agreement; the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee in connection with the Transfer, and (ciii) any brokerage commissions and reasonable legal fees in connection with the case of a Change of ControlTransfer (collectively, any "Tenant's Transfer Costs"). "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the new controlling party(ies) to the prior controlling party(ies) on account of this Lease. Payment amount of Landlord’s 's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (xi) Tenant's Transfer Costs shall be deemed to be expended by Tenant in equal monthly amounts over the case entire term of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(sTransfer and (ii) the consideration described above, and (y) in Rent paid for the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred Subject Space by Tenant on account shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as effective rent all such concessions shall be amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthrelevant term.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, . “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment for Leasehold Improvements) paid by the assignee for such assignment, less any brokerage commissions (not to exceed commissions typically paid in the market at the time of such subletting or assignment) and reasonable and customary expenses directly incurred attorneys’ fees paid by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review feein connection with the Transfer (“Recoverable Expenses”); (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for (less any Recoverable Expenses, as amortized on a monthly, straight-line basis over the term of such agreement); and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less any Recoverable Expenses. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of with respect to each month during of the term of such agreement, in the amount of 50% of the amount by which within five (5) business days after Tenant receives the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthdescribed above.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord an amount equal to fifty percent (50% %) of any Transfer Premium (defined below). As used herein, “"Transfer Premium” means (a) ," as that term is defined in the case of an assignmentthis Section 14.3, any consideration paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred received by Tenant on account of from such assignmentTransferee. "Transfer Premium" shall mean all rent, including brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license additional rent or other occupancy agreement, consideration payable by such Transferee in connection with the amount by which all rent Transfer in excess of the Rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Additional Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the case of a Change of Control, any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of under this Lease. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month Lease during the term of such agreementthe Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer or which Tenant can substantiate to Landlord have not been paid for with any Tenant improvement allowance funds provided to Tenant by Landlord (and then only to the extent of any unamortized amount of 50% of such expense), (ii) any free base rent reasonably provided to the amount Transferee, and (iii) any brokerage commissions in connection with the Transfer, (iv) any marketing costs and legal fees in connection with the Transfer, and (v) any other commercially reasonable costs or concessions incurred or granted by which Tenant in connection with the rent and Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by the transferee Transferee to Tenant under in connection with such agreement Transfer, and any payment in excess of fair market value for such month (less all reasonable and customary expenses directly incurred services rendered by Tenant on account to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3), and the Transferee's Rent and Quoted Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee's Rent and the Quoted Rent, shall be computed after adjusting such agreementrent to the actual effective rent to be paid, including brokerage feestaking into consideration any and all leasehold concessions granted in connection therewith, legal feesincluding, construction costs but not limited to, any rent credit and Landlord’s review fee, as tenant improvement allowance. For purposes of calculating any such effective rent all such concessions shall be amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthrelevant term.

Transfer Premium. (a) If Landlord consents to a Transfer, Tenant as a condition thereto which the parties hereby agree is reasonable, Landlord shall pay Landlord an amount equal be entitled to 50% receive, as Additional Rent hereunder, seventy-five percent (75%) of any Transfer Premium (defined below)derived from such Transfer. As used herein, “the term "Transfer Premium” " means (ai)(A) in the case of an assignment, any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (bB) in the case of a subleaseany other Transfer, license all rent, additional rent or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee Transferee to Tenant the Transferor pursuant to such agreement (less all reasonable Transfer in excess of the base rent and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent additional rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such Transferor during the term of the Transfer on a per rentable square foot basis, minus (ii) (AA) any brokerage commissions (not to exceed commissions typically paid in the market at the time of such agreement; subletting or assignment) and reasonable attorneys' fees paid by Transferor in connection with the Transfer and (cBB) in the case reasonable cost of a Change of Control, any consideration paid by the new controlling party(ies) Alterations made to the prior controlling party(iesTransfer Premises at Tenant's cost to effect the Transfer (not to exceed Five Dollars ($5.00) per rentable square foot of the Transfer Premises) (collectively, "Recoverable Expenses"), unless the deduction of such Recoverable Expenses is waived by Transferor pursuant to Section 17.5(b) below. For purposes of calculating the Transfer Premium in connection with a sublease, the Recoverable Expenses shall be deducted, on account an amortized basis, without interest, over the term of this Leasethe sublease. Payment of Landlord’s share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (x1) in the case of an assignment or a Change assignment, the Transferor shall pay the portion of Control, the Transfer Premium due to Landlord within 10 ten (10) days after Tenant or the prior controlling party(ies), as the case may be, receive(s) Transferor receives the consideration described in clause (i)(A) above, ; and (y2) in the case of a sublease, license or any other occupancy agreementTransfer, on the first day of each month during the term of such agreementthe Transfer, in the amount of 50% Transferee shall pay directly to Landlord seventy-five percent (75%) of the amount by which the rent, additional rent and or other consideration paid by due from the transferee to Tenant under such agreement Transferee for such month exceeds (less all reasonable x) the base rent and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent additional rent payable by Tenant hereunder with respect the applicable Transferor for said month which is allocable to the Contemplated Transfer Space for Premises, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Transferor pursuant to Section 17.5(b).

Transfer Premium. (a) If Landlord consents to a Transfer, Tenant as a condition thereto which the parties hereby agree is reasonable, Landlord shall pay Landlord an amount equal be entitled to receive, as Additional Rent hereunder, fifty percent (50% %) of any Transfer Premium (defined below)derived from such Transfer. As used herein, the term “Transfer Premium” means (ai) (A) in the case of an assignment, any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee for such assignment, less any reasonable and customary expenses directly incurred by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review fee; (bB) in the case of a subleaseany other Transfer, license all rent, additional rent or other occupancy agreement, the amount by which all rent and other consideration paid by the transferee Transferee to Tenant the Transferor pursuant to such agreement (less all reasonable Transfer in excess of the base rent and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent additional rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such Transferor during the term of such agreement; and the Transfer on a per rentable square foot basis minus (cii) any brokerage commissions (not to exceed commissions typically paid in the case market at the time of a Change of Control, any consideration such subletting or assignment) and reasonable attorneys’ fees paid by Transferor in connection with the new controlling party(iesTransfer (collectively, “Recoverable Expenses”), unless the deduction of such Recoverable Expenses is waived by Transferor pursuant to Section 17.6(b) to below. For purposes of calculating the prior controlling party(ies) Transfer Premium in connection with a sublease, the Recoverable Expenses shall be deducted, on account an amortized basis, without interest, over the term of this Leasethe sublease. Payment of Landlord’s share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows; (x1) in the case of an assignment or a Change assignment, the Transferor shall pay the portion of Control, the Transfer Premium due to Landlord within 10 ten (10) days after Tenant or the prior controlling party(ies), as the case may be, receive(s) Transferor receives the consideration described in clause (i)(A) above, ; and (y2) in the case of a sublease, license or any other occupancy agreementTransfer, on the first day of each month during the term of such agreementthe Transfer, in the amount of Transferee shall pay directly to Landlord fifty percent (50% %) of the amount by which the rent, additional rent and or other consideration paid by due from the transferee to Tenant under such agreement Transferee for such month exceeds (less all reasonable x) the base rent and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent additional rent payable by Tenant hereunder with respect the applicable Transferor for said month which is allocable to the Contemplated Transfer Space for Premises, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Transferor pursuant to Section 17.6(b). This Section 17.6 shall not apply to a Transfer to a Permitted Transferee.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord an amount equal to 50% of any Transfer Premium (defined below). As used herein, “Transfer Premium” means (a) in the case of an assignment, any consideration (including payment for Leasehold Improvements, but excluding any fair market value payment for personal property) paid by the assignee for such assignment, less any brokerage commissions (not to exceed commissions typically paid in the market at the time of such subletting or assignment) and reasonable and customary expenses directly incurred attorneys’ fees paid by Tenant on account of such assignment, including brokerage fees, legal fees, and Landlord’s review feein connection with the Transfer (“Recoverable Expenses”); (b) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, the amount by which all rent and other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for (less any Recoverable Expenses, as amortized on a monthly, straight-line basis over the term of such agreement, and less the fair market value of any personal property or services provided by Tenant); and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of this Lease, less any Recoverable Expenses. Payment of Landlord’s share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of with respect to each month during of the term of such agreement, in the amount of 50% of the amount by which within five (5) business days after Tenant receives the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for such monthdescribed above.