Common use of Transfer Premium Clause in Contracts

Transfer Premium. Tenant shall pay Landlord, on or before the first (1st) day of each month, fifty percent (50%) of any Transfer Premium payable to Tenant in connection with a Transfer. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) in excess of the Rent payable by Tenant under this Lease (on a per rentable square foot basis, if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs incurred and paid by Tenant in connection with the applicable Transfer for (a) brokerage commissions, (b) any Alterations to the Subject Space made by Tenant in connection with the Transfer, and (c) legal fees and expenses, provided that Tenant shall furnish Landlord with copies of bills or other documentation substantiating such costs. If the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized on a straight-line basis, without interest, over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee (other than any Permitted Transferee). “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual reasonable third party expenses incurred by Tenant for (i) any design and reasonable construction costs incurred on account of changes, alterations and paid by Tenant improvements to the Premises in connection with the applicable Transfer for (a) brokerage commissionsTransfer, (bii) any Alterations free base rent and tenant improvement allowances reasonably provided to the Subject Space made Transferee in connection with the Transfer (provided that such 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 Tenant 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) legal fees and expensesany unamortized Excess Costs, provided that as defined in Exhibit D (as determined on a straight line basis over the initial term of this Lease, without interest) paid by Tenant for the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall furnish Landlord with copies of bills also include, but not be limited to, key money, bonus money or other documentation substantiating cash consideration paid by Transferee to Tenant in connection with such costsTransfer, 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 The determination of the amount of Landlord’s applicable share of the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized made on a straight-line basis, without interest, over the relevant term of monthly basis as rent or other consideration is received by Tenant under the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant in connection with the applicable Transfer for (a) brokerage commissions, (bi) any Alterations changes, alterations and improvements to the Subject Space made by Tenant Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii) marketing costs associated with such Transfer, (iv) reasonable attorneys’ fees incurred in the documentation and negotiation of such Transfer and (cv) legal fees and expensesany brokerage commissions in connection with the Transfer. “Transfer Premium” shall also include, provided that Tenant shall furnish Landlord with copies of bills but not be limited to, key money, bonus money or other documentation substantiating such costs. If the Transfer Premium is not cash consideration paid by Transferee to Tenant in a lump sumconnection 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 purposes of calculating any such effective rent all Permitted Transfer Costs such concessions shall be amortized on a straight-line basis, without interest, basis over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofterm.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, fifty to Landlord [***] percent (50[***]%) of any Transfer Premium payable to Tenant in connection with a Transfer. “"Transfer Premium” ," 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 connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the applicable Transfer for (a) brokerage commissionsTransfer, (bii) any Alterations free base rent and other economic concessions reasonably provided to the Subject Space made Transferee, (iii) any brokerage commissions and reasonable legal fees and costs in connection with the Transfer, (iv) any lease takeover costs incurred by Tenant in connection with the Transfer, (v) any costs of advertising the space which is the subject of the Transfer, and (cvi) legal any review and processing fees and expensespaid to Landlord in connection with such Transfer (collectively, provided that Tenant the "Transfer Costs"). "Transfer Premium" shall furnish Landlord with copies of bills also include, but not be limited to, (vii) key money, bonus money or other documentation substantiating cash consideration paid by Transferee to Tenant in connection with such costsTransfer, and (y) any payment in excess of fair market value for (1) services rendered by Tenant to Transferee, or (2) for tangible assets (as opposed to intellectual property), fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. If In the calculations of the Rent (as it relates to the Transfer Premium is not calculated under this Section 14.3), the Rent paid during each annual period for the Subject Space shall be computed after adjusting such rent to Tenant in a lump sumthe actual effective rent to be paid, taking into consideration any and all Permitted Transfer Costs Costs. For purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis, without interest, basis over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofterm.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, as and when received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rentRent, additional rent Additional Rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant in connection with the applicable Transfer for (ai) any free base rent reasonably provided to the Transferee, (ii) any brokerage commissions, (b) any Alterations to the Subject Space made by Tenant legal fees and other professional fees in connection with the Transfer, and (ciii) legal fees in the case of any sublease, any actual costs incurred by Tenant in separately demising the subleased space, and expenses(iv) any tenant improvement allowance and other concessions granted to such Transferee. “Transfer Premium” shall also include, provided that Tenant shall furnish Landlord with copies of bills but not be limited to, key money, bonus money or other documentation substantiating cash consideration paid by Transferee to Tenant in connection with such costsTransfer, 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 In the calculations of the Rent (as it relates to the Transfer Premium is calculated under this Section 14.3), and the rent charged by Tenant to the Transferee (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 rent to the actual effective rent, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not paid to Tenant in a lump sumlimited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all Permitted Transfer Costs such concessions shall be amortized on a straight-line basis, without interest, basis over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofterm.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord, on or before the first (1st) day of each month, fifty percent (Landlord an amount equal to 50%) % of any Transfer Premium payable to Tenant in connection with a Transfer(defined below). As used herein, “Transfer Premium” shall mean all rentmeans (a) in the case of an assignment, additional rent 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 payable paid by the Transferee transferee to Tenant pursuant to such agreement (includingless all reasonable and customary expenses directly incurred by Tenant on account of such agreement, but not limited toincluding brokerage fees, payments in excess of fair market value for Tenantlegal fees, construction costs and Landlord’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenantreview fee) in excess of exceeds the Monthly Rent payable by Tenant under this Lease (on a per rentable square foot basis, if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs incurred and paid by Tenant in connection hereunder with the applicable Transfer for (a) brokerage commissions, (b) any Alterations respect to the Subject Contemplated Transfer Space made by Tenant in connection with for the Transfer, term of such agreement; and (c) legal fees and expensesin the case of a Change of Control, provided that Tenant shall furnish Landlord with copies any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of bills or other documentation substantiating such coststhis Lease. If Payment of Landlord’s share of the Transfer Premium is not 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 in a lump sumunder such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, all Permitted Transfer Costs shall be including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis, without interest, basis over the relevant term of such agreement) exceeds the Transfer. If Monthly Rent payable by Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently hereunder with respect to each Transferthe Contemplated Transfer Space for such month. Notwithstanding any contrary provision of this Section 14.3, Tenant shall not be required to pay Landlord or its authorized representatives shall have 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 right at all reasonable times to audit the books, records and papers requirements of Tenant relating to any Transfer, and shall have the right to make copies thereofthis 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 Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), and after deducting Permitted Transfer Costsdeduction of (i) any costs of improvements or alterations made to the Subject Space in connection with such Transfer, (ii) any free base rent or other reasonable economic considerations reasonably provided to the Transferee, (iii) brokerage commissions and marketing expenses paid in connection with such Transfer, (iv) reasonable legal fees incurred in connection with such Transfer, and (v) any amounts payable to Landlord under Section 14.1 above. “Permitted Transfer CostsPremium” means the actual and reasonable costs incurred and shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with the applicable Transfer such Transfer, and any payment in excess of fair market value for (a) brokerage commissions, (b) any Alterations to the Subject Space made 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 Transfer, and (c) legal fees and expenses, provided that Tenant shall furnish Landlord with copies amount of bills or other documentation substantiating such costs. If Landlord’s applicable share of the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized made on a straight-line basismonthly basis -00- XXX XXXXXX XXXXX, without interest, over the relevant term of LLC [11099 NORTH XXXXXX XXXXX ROAD] [Synthorx Inc.] as rent or other consideration is received by Tenant under the Transfer. If Tenant shall enter into multiple Transfers, the No Transfer Premium payable to Landlord shall be calculated independently payable in connection with respect to each any Permitted Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, fifty percent (50%) to Landlord *** of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the aggregate Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the applicable Transfer for (a) brokerage commissionsTransfer, (bii) any Alterations to the Subject Space made advertising costs reasonably incurred by Tenant Tenant, (iii) any brokerage commissions in connection with the Transfer, and (civ) legal fees reasonably incurred in connection with the Transfer. “Transfer Premium” shall also include, but not be limited to, key *** This redacted material has been omitted pursuant to a request for confidential treatment, and expensesthe material has been filed separately with the Commission. money, provided that Tenant shall furnish Landlord with copies of bills bonus money or other documentation substantiating cash consideration actually paid by Transferee to Tenant in connection with such costsTransfer, 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 The determination of the amount of Landlord’s applicable share of the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized made on a straight-line basis, without interest, over the relevant term of monthly basis as rent or other consideration is received by Tenant under the Transfer. If Tenant shall enter into multiple Transfers, have no obligation to pay any portion of the Transfer Premium payable to Landlord shall be calculated independently in connection with respect to each Transfer. Landlord any assignment or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers sublease under Section 14.8 of Tenant relating to any Transfer, and shall have the right to make copies thereofthis Lease.

Transfer Premium. Except with respect to Customer Subleases (as defined in Section 14.6 below) if Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord, on or before the first (1st) day of each monthwhen received by Tenant, fifty percent (50%) of any Transfer Premium payable to Tenant in connection with a Transfer. “"Transfer Premium” ," 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 connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant in connection with the applicable Transfer for (a) brokerage commissions, (bi) any Alterations changes, alterations and improvements to the Subject Space made by Tenant Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (ciii) legal fees and expensesany brokerage commissions in connection with the Transfer. "Transfer Premium" shall also include, provided that Tenant shall furnish Landlord with copies of bills but not be limited to, key money, bonus money or other documentation substantiating cash consideration paid by Transferee to Tenant in connection with such costsTransfer, 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 In the calculations of the Rent (as it relates to the Transfer Premium is calculated under this Section 14.3), and the Transferee's Rent under Section 14.2 of this Lease, the Rent paid during each annual period for the Subject Space, and the Transferee's Rent, 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 paid to Tenant in a lump sumlimited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all Permitted Transfer Costs such concessions shall be amortized on a straight-line basis, without interest, basis over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofterm.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay to Landlord, on or before the first (1st) day of each month, fifty percent (50%) of any Transfer Premium payable to derived by Tenant in connection with a from such Transfer. The term “Transfer Premium” shall mean means all rent, additional rent or other consideration payable paid by the such Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) 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 transferredTransferred), after deducting Permitted Transfer Costs. As used herein, “Permitted Transfer Costs” means the actual and reasonable costs incurred and paid by Tenant for (a) any leasing commissions (not to exceed commissions typically paid in the San Francisco office market at the time of such Transfer), (b) reasonable legal fees and expenses in connection with the applicable Transfer for (a) brokerage commissionsTransfer, (bc) any Alterations to the Subject Space made by Tenant in connection with the Transfer, and (cd) legal fees marketing expenses and expensesany other reasonable out-of-pocket expenses 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. If 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 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 non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. If Tenant shall enter into multiple Transfers, 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 (1) in the case of a Transfer other than a sublease, within ten (10) days after Tenant or its authorized representatives shall have the right at all reasonable times to audit prior owners of Tenant, as the bookscase may be, records and papers of Tenant relating to any Transferreceive(s) the consideration described above, and (2) in the case of a sublease, on the first day of each month during the term of such agreement, the Transferee shall have pay directly to Landlord fifty percent (50%) of the right amount by which the rent, additional rent and other consideration due from the Transferee to make copies thereofTenant under such lease for such month (less any Permitted Transfer Costs, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Rent payable by Tenant under this Lease with respect to the Subject Space for such month (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 Landlord, on or before the first (1st) day of each month, Landlord fifty percent (50%) of any Transfer Premium payable to derived by Tenant in connection with a from such Transfer. “Transfer Premium” shall mean all rent, additional rent or other consideration payable paid by such Transferee for the Transferee Transfer (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other tangible personal property, goodwill, but excluding any intangible property and any capital stock or other equity ownership of Tenantproperty) 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 Costs” means the actual and reasonable costs incurred and paid by Tenant in connection with the applicable Transfer for (a) brokerage commissionsany leasing commissions (not to exceed commissions typically paid the San Mateo office market at the time of such Transfer), (b) any Alterations improvement allowances provided to the Subject Space made Transferee or improvement costs incurred by Tenant in connection with for the Transfer, and (c) reasonable legal fees and expensesexpenses paid in connection with documenting, provided that Tenant shall furnish Landlord with copies reviewing and approving the Transfer. For purposes of bills or other documentation substantiating such costs. If the Transfer Premium is not paid to Tenant in a lump sumforegoing calculation, all Permitted Transfer Costs the leasing commissions shall be amortized on a straight-line basis, without interest, basis over the relevant term of the applicable Transfer. If part of the consideration for such Transfer shall be payable other than in cash, Landlord’s share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. The Transfer Premium due Landlord hereunder shall be paid within thirty (30) days after Tenant receives any Transfer Premium from the Transferee. Landlord or its authorized representatives shall have the right at all reasonable times to audit review the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. The parties acknowledge that no Transfer Premium shall be payable in connection with a Transfer to a Permitted Transferee.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant in connection with the applicable Transfer for (ai) any free base rent reasonably provided to the Transferee, (ii) any brokerage commissions, (biii) legal fees, (iv) tenant improvement costs required by the Transferee, and (v) any Alterations legal or other fees payable to the Subject Space made by Tenant Landlord in connection with the Transfer, and (c) legal fees and expenses, provided that Tenant shall furnish Landlord with copies all of bills or other documentation substantiating such costs. If the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs which shall be amortized on a straight-line basisbasis over the remaining term of the Lease, without interestor sublease, as the case may be. “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, any debt relief benefiting 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 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 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 effective rent all such concessions shall be amortized on a straight-line basis over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofterm.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord, on or before the first (1st) day of each month, fifty percent (Landlord an amount equal to 50%) % of any Transfer Premium payable to Tenant in connection with a Transfer(defined below). As used herein, “Transfer Premium” shall mean all rentmeans (a) in the case of art assignment, additional rent 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 payable paid by the Transferee transferee to Tenant pursuant to such agreement (includingless all reasonable and customary expenses directly incurred by Tenant on account of such agreement, but not limited toincluding brokerage fees, payments in excess of fair market value for Tenantlegal fees, construction costs and Landlord’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenantreview fee) in excess of exceeds the Monthly Rent payable by Tenant under this Lease (on a per rentable square foot basis, if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs incurred and paid by Tenant in connection hereunder with the applicable Transfer for (a) brokerage commissions, (b) any Alterations respect to the Subject Contemplated Transfer Space made by Tenant in connection with for the Transfer, term of such agreement; and (c) legal fees and expensesin the case of a Change of Control, provided that Tenant shall furnish Landlord with copies any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) on account of bills or other documentation substantiating such coststhis Lease. If Payment of Landlord’s share of the Transfer Premium is not 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 in a lump sumunder such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, all Permitted Transfer Costs shall be including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis, without interest, basis over the relevant term of such agreement) exceeds the Transfer. If Monthly Rent payable by Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently hereunder with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofContemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord, on or before the first (1st) day of each month, fifty percent (Landlord an amount equal to 50%) % of any Transfer Premium payable to Tenant in connection with a Transfer(defined below). As used herein, “Transfer Premium” shall mean all rentmeans (a) in the case of an assignment, additional 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 or other occupancy agreement, the amount by which all rent and other consideration payable paid by the Transferee transferee to Tenant pursuant to such agreement (includingless all reasonable and customary expenses directly incurred by Tenant on account of such agreement, but not limited toincluding brokerage fees, payments in excess of fair market value for Tenantlegal fees, construction costs and Landlord’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenantreview fee) in excess of exceeds the Monthly Rent payable by Tenant under this Lease (on a per rentable square foot basis, if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs incurred and paid by Tenant in connection hereunder with the applicable Transfer for (a) brokerage commissions, (b) any Alterations respect to the Subject Contemplated Transfer Space made by Tenant in connection with for the Transfer, term of such agreement; and (c) legal fees and expensesin the case of a Change of Control, provided that Tenant shall furnish Landlord with copies any consideration paid by the new controlling party(ies) to the prior controlling party(ies) on account of bills or other documentation substantiating such coststhis Lease. If Payment of Landlord’s share of the Transfer Premium is not 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 in a lump sumunder such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, all Permitted Transfer Costs shall be including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis, without interest, basis over the relevant term of such agreement) exceeds the Transfer. If Monthly Rent payable by Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently hereunder with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofContemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord, on or before the first (1st) day of each month, fifty percent (Landlord an amount equal to 50%) % of any Transfer Premium payable to Tenant in connection with a Transfer(defined below). As used herein, “Transfer Premium” shall mean all rentmeans (a) in the case of an assignment, additional rent 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 payable paid by the Transferee transferee to Tenant pursuant to such agreement (includingless all reasonable and customary expenses directly incurred by Tenant on account of such agreement, but not limited toincluding brokerage fees, payments in excess of fair market value for Tenantlegal fees, construction costs and Landlord’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenantreview fee) in excess of exceeds the Monthly Rent payable by Tenant under this Lease (on a per rentable square foot basis, if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs incurred and paid by Tenant in connection hereunder with the applicable Transfer for (a) brokerage commissions, (b) any Alterations respect to the Subject Contemplated Transfer Space made by Tenant in connection with for the Transfer, term of such agreement; and (c) legal fees and expensesin the case of a Change of Control, provided that Tenant shall furnish Landlord with copies any consideration (including payment for Leasehold Improvements) paid by the new controlling party(ies) to the prior controlling party(ies) solely on account of bills or other documentation substantiating such coststhis Lease. If Payment of Landlord’s share of the Transfer Premium is not 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 in a lump sumunder such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, all Permitted Transfer Costs shall be including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis, without interest, basis over the relevant term of such agreement) exceeds the Transfer. If Monthly Rent payable by Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently hereunder with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofContemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any Transfer Premium payable to Tenant in connection with a Transferreceived by Tenant. “Transfer Premium” shall mean (a) all rent, additional rent or other consideration payable by the such Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) in excess of the Rent payable by Tenant under this Lease (on a per rentable square foot basis, if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs incurred and paid by Tenant in connection with the applicable Transfer for (a) brokerage commissions, ; (b) all key money and bonus money paid by Transferee; and (c) any Alterations payment in excess of fair market value for services rendered by Tenant to the Subject Space made Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant in connection with the Transfer, such as brokerage commissions and reasonable attorneys’ fees; and (cii) legal fees and expenses, provided shall not include any compensation for the fair market value of Tenant’s Property nor reasonable compensation for the sale of Tenant’s business that is not attributable to the value of Tenant’s leasehold interest hereunder. Tenant shall pay the Transfer Premium to Landlord within five (5) days following receipt by Tenant. Tenant shall furnish Landlord with copies 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 bills or other documentation substantiating such costsany Transfer Premium. If Within one (1) year following the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized on a straight-line basis, without interest, over the relevant term date of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any TransferTransfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and Landlord’s costs of such audit. If the Transfer Premium has been understated by more than ten percent (10%), Landlord shall have the right to make copies thereofcancel this Lease upon thirty (30) 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 Transferee.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any Transfer Premium payable to Tenant in connection with a Transferreceived by Tenant. “Transfer Premium” shall mean (a) all rent, additional rent or other consideration payable by the such Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) in excess of the Rent payable by Tenant under this Lease (on a per rentable square foot basis, if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs incurred and paid by Tenant in connection with the applicable Transfer for (a) brokerage commissions, ; (b) all key money and bonus money paid by Transferee; and (c) any Alterations payment in excess of fair market value for services rendered by Tenant to the Subject Space made Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant in connection with the Transfer, such as customary brokerage commissions and reasonable attorneys’ fees; and (cii) legal fees and expenses, provided not include any compensation for the fair market value of Tenant’s Property nor reasonable compensation for the sale of Tenant’s business that is not attributable to the value of Tenant’s leasehold interest hereunder. Tenant shall pay the Transfer Premium to Landlord within five (5) days following receipt by Tenant. Tenant shall furnish Landlord with copies 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 bills or other documentation substantiating such costsany Transfer Premium. If Within one (1) year following the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized on a straight-line basis, without interest, over the relevant term date of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any TransferTransfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and Landlord’s costs of such audit. If the Transfer Premium has been understated by more than ten percent (10%), Landlord shall have the right to make copies thereofcancel this Lease upon thirty (30) 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 Transferee.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any Transfer Premium payable to Tenant in connection with a Transfer. “"Transfer Premium” ," 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 connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant in connection with the applicable Transfer for (a) brokerage commissions, (bi) any Alterations changes, alterations and improvements to the Subject Space made by Tenant Premises in connection with the Transfer, (ii) any out-of-pocket concessions reasonably provided to the Transferee, and (ciii) legal fees and expensesany brokerage commissions in connection with the Transfer. "Transfer Premium" shall also include, provided that Tenant shall furnish Landlord with copies of bills but not be limited to, key money, bonus money or other documentation substantiating cash consideration paid by Transferee to Tenant in connection with such costsTransfer, 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 In the calculations of the Rent (as it relates to the Transfer Premium is calculated under this Section 14.3), the Rent paid during each annual period for the Subject Space 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 paid to Tenant in a lump sumlimited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all Permitted Transfer Costs such concessions shall be amortized on a straight-line basis, without interest, basis over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofterm.

Transfer Premium. If Landlord’s consent is required for, and Landlord consents to, a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred). Notwithstanding anything to the contrary set forth in this Section 14.3, after deducting Permitted Tenant shall be entitled to retain one hundred percent (100%) of any Transfer Costs. “Permitted Transfer Costs” means Premium until such time as Tenant has recovered the actual and reasonable costs expenses incurred and paid by Tenant in connection with the applicable Transfer for (a) brokerage commissions, (bi) any Alterations changes, alterations and improvements to the Subject Space made by Tenant Premises, or improvement allowances given in connection with the Transfer, (ii) any free base rent 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), and (ciii) any brokerage commissions in connection with the Transfer and (iv) legal fees and expensesreasonably incurred in connection with the Transfer (collectively, provided that Tenant “Tenant’s Subleasing Costs”). “Transfer Premium” shall furnish Landlord with copies of bills also include, but not be limited to, key money, bonus money or other documentation substantiating cash consideration paid by Transferee to Tenant in connection with such costsTransfer, 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 Landlord shall make a determination of the amount of Landlord’s applicable share of the Transfer Premium on a monthly basis as rent or other consideration is not paid by Transferee to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized on a straight-line basis, without interest, over the relevant term of under the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any Transfer Premium payable to Premium, as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), . The Transfer Premium shall be calculated after first deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the applicable Transfer for (a) brokerage commissionsTransfer, (bii) any Alterations free base rent or other economic concessions reasonably provided to the Subject Space made Transferee, (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer, and (civ) legal fees and expensesany amounts payable to Landlord under Section 14.1 above (collectively, provided that Tenant “Transfer Costs”). “Transfer Premium” shall furnish Landlord with copies of bills also include, but not be limited to, key money, bonus money or other documentation substantiating such costs. If the Transfer Premium is not cash consideration paid by Transferee to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized on a straight-line basis, without interest, over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently connection with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any 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 have first recoup all Transfer Costs from the right Transferee before any Transfer Premium must be paid to make copies thereofLandlord. No Transfer Premium shall apply in case of a Permitted Transfer (defined in Section 14.8 below).

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant in connection with the applicable Transfer for (a) brokerage commissions, (bi) any reasonable Alterations to the Subject Space Premises made by Tenant (and consented to by Landlord) in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (ciii) legal fees and expensesany brokerage commissions customary in the industry in connection with the Transfer (collectively, provided that Tenant “Tenant’s Costs”). “Transfer Premium” shall furnish Landlord with copies of bills also include, but not be limited to, key money, bonus money or other documentation substantiating cash consideration paid by Transferee to Tenant in connection with such costsTransfer, 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 For the purposes of calculating the Transfer Premium is on a monthly basis, (A) Tenant’s Costs shall be amortized over the remaining term of this Lease, and (B) the Rent paid for the Subject Space 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 paid to Tenant in a lump sumlimited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all Permitted Transfer Costs such concessions shall be amortized on a straight-line basis, without interest, basis over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofterm.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any Transfer Premium payable to (as defined below) received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by the such Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) in excess of the Rent minimum rent and additional rent payable by Tenant under this Lease (Lease, on a per rentable square foot basis, basis if less than all of the Premises demised premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant for (i) any changes, alterations and improvements to the demised premises in connection with the applicable Transfer for (a) brokerage commissionsTransfer, (bii) any Alterations to the Subject Space made by Tenant brokerage commissions or reasonable attorneys’ fees incurred in connection with the Transfer, and (ciii) legal any costs to buy-out or takeover the previous lease of a Transferee. “Transfer Premium” shall also include, but not be limited to, location fees, filing fees or similar fees paid to Tenant (or its successor) for use of the demised premises as a filming site, key money and expensesbonus money paid by Transferee to Tenant in connection with such Transfer, provided that and any payment in excess of fair market value for services rendered by Tenant shall furnish Landlord to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with copies such Transfer. In the calculations of bills or other documentation substantiating such costs. If the rent (as it relates to the Transfer Premium is calculated under this Section 6.2.3), the rent paid during each annual period for the Subject Space 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 paid to Tenant in a lump sumlimited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent, all Permitted Transfer Costs such concessions shall be amortized on a straight-line basis, without interest, basis over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofterm.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, fifty to Landlord Seventy-Five percent (5075%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer CostsPremium” means the actual and reasonable costs incurred and 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. Tenant shall make a determination of the amount of Landlord’s applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the 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 under Section 14.2, above, the Rent paid for (a) brokerage commissions, (b) any Alterations to the Subject Space made by Tenant Tenant, and the Transferee’s Rent, 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 with the Transfertherewith, including, but not limited to, any rent credit and (c) legal fees and expenses, provided that Tenant shall furnish Landlord with copies tenant improvement allowance. For purposes of bills or other documentation substantiating calculating any such costs. If the Transfer Premium is not paid to Tenant in a lump sum, effective rent all Permitted Transfer Costs such concessions shall be amortized on a straight-line basis, without interest, basis over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofterm.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, as and when received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rentRent, additional rent Additional Rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant in connection with the applicable Transfer for (ai) any free base rent reasonably provided to the Transferee, (ii) any brokerage commissions, (b) any Alterations to the Subject Space made by Tenant legal fees and architectural fees in connection with the Transfer, and (ciii) legal fees and expensesin the case of any sublease, provided that any actual costs incurred by Tenant in separately demising the subleased space. “Transfer Premium” shall furnish Landlord with copies of bills also include, but not be limited to, key money, bonus money or other documentation substantiating cash consideration paid by Transferee to Tenant in connection with such costsTransfer, 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 In the calculations of the Rent (as it relates to the Transfer Premium is calculated under this Section 14.3), and the rent charged by Tenant to the Transferee (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 rent to the actual effective rent, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not paid to Tenant in a lump sumlimited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all Permitted Transfer Costs such concessions shall be amortized on a straight-line basis, without interest, basis over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofterm.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any “Transfer Premium payable to Premium” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. The “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the applicable Transfer for (a) brokerage commissionsTransfer, (bii) any Alterations free base rent or other economic concessions reasonably provided to the Subject Space made by Tenant Transferee, (iii) any reasonable legal fees and brokerage commissions in connection with the Transfer, and (civ) legal fees any amounts payable to Landlord under Section 14.1 above (collectively, “Transfer Costs”). The 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 expensesany payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, provided that fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Tenant shall furnish Landlord with copies first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. The determination of bills or other documentation substantiating such costs. If the amount of Landlord’s applicable share of the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized made on a straight-line basis, without interest, over the relevant term of monthly basis as rent or other consideration is received by Tenant under the Transfer. If Tenant shall enter into multiple Transfers, the No Transfer Premium payable to Landlord shall be calculated independently payable in connection with respect to each any Permitted Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, fifty to Landlord twenty-five percent (5025%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Coststhe 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, free additional rent, improvement allowances or other economic concessions reasonably provided to the Transferee, and (iii) any brokerage commissions, and accountants’ and attorneys’ fees paid in connection with the Transfer. “Permitted Transfer CostsPremium” means the actual and reasonable costs incurred and 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; provided, however, that, in no event shall the Transfer Premium include proceeds related to a sale of any portion of Tenant’s business, including any Transfer to a Permitted Transferee pursuant to Section 14.8 below, regardless of whether such Permitted Transferee satisfies the other requirements of a Permitted Transfer pursuant to Section 14.8 below. The determination of the amount of Landlord’s applicable share of the Transfer for (a) brokerage commissions, (b) any Alterations to the Subject Space Premium shall be made on a monthly basis as rent or other consideration is received by Tenant in connection with the Transfer, and (c) legal fees and expenses, provided that Tenant shall furnish Landlord with copies of bills or other documentation substantiating such costs. If the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized on a straight-line basis, without interest, over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after first deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs incurred and paid by Tenant in connection with the applicable Transfer for the following: (ai) brokerage commissionsbroker fees, (bii) any Alterations legal fees incurred in connection with the negotiation and documentation of the Transfer, (iii) accounting fees incurred in connection with the negotiation and documentation of the Transfer, (iv) costs of tenant improvements constructed by Tenant (with Landlord’s prior consent) for the Transferee, (v) reasonable tenant improvement allowances granted by Tenant, and (vi) reasonable rent abatements or concessions granted by Tenant. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to the Subject Space made by Tenant in connection with the such Transfer, any debt relief benefiting Tenant in connection with such Transfer, and (c) legal fees and expensesany payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, provided that fixtures, inventory, equipment, or furniture transferred by Tenant shall furnish Landlord to Transferee in connection with copies such Transfer. The determination of bills or other documentation substantiating such costs. If the amount of Landlord’s applicable share of the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized made on a straight-line basis, without interest, over the relevant term of monthly basis as rent or other consideration is received by Tenant under the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord, on or before the first to Landlord within thirty (1st30) day days of each monthTenant’s receipt from Transferee, fifty percent (50%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. “"Transfer Premium” shall mean all rent, additional rent or other consideration payable by the such Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) in excess of the Rent and Additional Rent payable by Tenant under this Lease (on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant in connection with the applicable Transfer for (a) brokerage commissions, (bi) any Alterations changes, alterations and improvements to the Subject Space made by Tenant Premises in connection with the Transfer, (ii) any brokerage commissions in connection with the Transfer (collectively, the “Subleasing Costs”), and (ciii) legal fees and expensesother fees paid in connection thereto. “Transfer Premium” shall also include, provided that but not be limited to any payment in excess of fair market value for services rendered by Tenant shall furnish Landlord to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with copies of bills or other documentation substantiating such costs. If the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized on a straight-line basis, without interest, over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Health Management Systems Corporate Point Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency and Landlord’s costs of such audit (if such understatement is greater than three percent (3%)).

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord, on or before the first to Landlord within thirty (1st30) day days of each monthTenant’s receipt from Transferee, fifty percent (50%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by the such Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) in excess of the Rent and Additional Rent payable by Tenant under this Lease (on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant in connection with the applicable Transfer for (a) brokerage commissions, (bi) any Alterations changes, alterations and improvements to the Subject Space made by Tenant Premises in connection with the Transfer, and (cii) legal fees and expenses, provided that Tenant shall furnish Landlord any brokerage commissions in connection with copies of bills or other documentation substantiating such costs. If the Transfer Premium is (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 a lump sumconnection with such Transfer, all Permitted Transfer Costs shall be amortized on a straight-line basisand any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, without interestfixtures, over the relevant term of the Transfer. If inventory, equipment, or furniture transferred by Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently Transferee in connection with respect to each such Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency and Landlord’s costs of such audit.

Transfer Premium. If Landlord consents to a Transfer, Tenant shall pay Landlord, on or before the first to Landlord within thirty (1st30) day days of each monthTenant’s receipt from Transferee, fifty percent (50%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable paid by such Transferee to Tenant, after deducting the Transferee reasonable expenses incurred by Tenant for (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenanti) in excess of the Rent payable by Tenant under this Lease (on a per rentable square foot basisexcluding the Transfer Premium) or the Subject Space, if less than all (ii) reasonable leasing commissions paid by Tenant, (iii) other reasonable out-of-pocket costs paid by Tenant (including attorney fees, advertising costs, and expenses of readying the Premises is transferredSubject Space for occupancy by Transferee, and (iv) any consideration paid to Transferee or any third party to induce Transferee to consummate the Transfer (collectively, the “Subleasing Costs”), after deducting Permitted Transfer Costs. “Permitted Transfer CostsPremium” means the actual shall also include, but not be limited to, key money and reasonable costs incurred and bonus money paid by Transferee to Tenant in connection with the applicable Transfer for such Transfer, and any payment in excess of fair market value (a) brokerage commissions, for services rendered by Tenant to Transferee or (b) any Alterations to the Subject Space made for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with the Transfer, and (c) legal fees and expenses, provided that Tenant shall furnish Landlord with copies of bills or other documentation substantiating such costs. If the Transfer Premium is not paid to Tenant in a lump sum, all Permitted Transfer Costs shall be amortized on a straight-line basis, without interest, over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be finally determined to be understated, Tenant shall, within thirty (30) days after demand, pay the deficiency and, if understated by more than five percent (5%), Landlord’s costs of such audit.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any Transfer Premium payable to Tenant in connection with a Transfer. “"Transfer Premium” ," 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 connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant in connection with the applicable Transfer for (a) brokerage commissions, (bi) any Alterations changes, alterations and improvements to the Subject Space made by Tenant Premises in connection with the Transfer, (ii) any free base rent reasonably provided to the Transferee, and (ciii) legal fees and expensesany brokerage commissions in connection with the Transfer. "Transfer Premium" shall also include, provided that Tenant shall furnish Landlord with copies of bills but not be limited to, key money, bonus money or other documentation substantiating cash consideration paid by Transferee to Tenant in connection with such costsTransfer, 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 In the calculations of the Rent (as it relates to the Transfer Premium is calculated under this Section 14.3), the Rent paid during each annual period for the Subject Space 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 paid to Tenant in a lump sumlimited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all Permitted Transfer Costs such concessions shall be amortized on a straight-line basis, without interest, basis over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofterm.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3, received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable actually paid by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer CostsPremium” means the actual and reasonable costs incurred and paid by Tenant shall also include, but not be limited to, key money, bonus money or other cash consideration in connection with such transfer paid by Transferee to Tenant, 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 make a determination of the amount of Landlord’s applicable share of the Transfer Premium on a monthly basis as rent or other consideration is paid by Transferee to Tenant under the 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, above, the Rent paid for (a) brokerage commissions, (b) any Alterations to the Subject Space made by Tenant Tenant, and the Transferee’s Rent and the Quoted Rent, 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 with the Transfertherewith, including, but not limited to, any rent credit and (c) legal fees and expenses, provided that Tenant shall furnish Landlord with copies tenant improvement allowance. For purposes of bills or other documentation substantiating calculating any such costs. If the Transfer Premium is not paid to Tenant in a lump sum, effective rent all Permitted Transfer Costs such concessions shall be amortized on a straight-line basis, without interest, basis over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofterm.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord, on or before the first (1st) day of each month, to Landlord fifty percent (50%) of any “Transfer Premium payable to Premium,” as that term is defined in this Section 14.3. as and when received by Tenant in connection with a Transferfrom such Transferee. “Transfer Premium” shall mean all rentRent, additional rent Additional Rent or other consideration payable by such Transferee in connection with the Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property, goodwill, intangible property and any capital stock or other equity ownership of Tenant) Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (during the term of the Transfer on a per rentable square foot basis, basis if less than all of the Premises is transferred), after deducting Permitted Transfer Costs. “Permitted Transfer Costs” means the actual and reasonable costs expenses incurred and paid by Tenant in connection with the applicable Transfer for (ai) any free base rent reasonably provided to the Transferee, (ii) any brokerage commissions, (b) any Alterations to the Subject Space made by Tenant legal fees and architectural fees in connection with the Transfer, and (ciii) legal fees and expensesin the case of any sublease, provided that any actual costs incurred by Tenant in separately demising the subleased space. “Transfer Premium” shall furnish Landlord with copies of bills also include, but not be limited to, key money, bonus money or other documentation substantiating cash consideration paid by Transferee to Tenant in connection with such costsTransfer, 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 In the calculations of the Rent (as it relates to the Transfer Premium is calculated under this Section 14.3). and the rent charged by Tenant to the Transferee (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 rent to the actual effective rent, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not paid to Tenant in a lump sumlimited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent all Permitted Transfer Costs such concessions shall be amortized on a straight-line basis, without interest, basis over the relevant term of the Transfer. If Tenant shall enter into multiple Transfers, the Transfer Premium payable to Landlord shall be calculated independently with respect to each Transfer. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereofterm.