Common use of Transfer Premium Clause in Contracts

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party). “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (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 also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord an amount equal to Landlord fifty percent (50%) % of any “Transfer Premium,” as that term is Premium (defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Partybelow). 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 to Tenant pursuant to such Transferee in connection with agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Transfer in excess of the Rent and Additional Monthly Rent payable by Tenant under this Lease during hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the Transfer on case of a per rentable square foot basis if less than all Change of Control, any consideration paid by the Premises is transferred, after deducting new controlling party(ies) to the reasonable third party expenses incurred by Tenant for (iprior controlling party(ies) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (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 also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount Payment of Landlord’s applicable share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly monthly, straight-line basis as rent or other consideration is received over the term of such agreement) exceeds the Monthly Rent payable by Tenant under hereunder with respect to the TransferContemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee (other Transferee; provided, however, that Tenant shall not be required to pay to Landlord any Transfer Premium until such time as Tenant has recovered all applicable “Transfer Costs,” as that term is defined in this Section 14.3, it being understood that if in any year the gross revenues, less the deductions set forth and included in Transfer Costs, are less than any Permitted Partyand all costs actually paid in assigning or subletting the affected space (collectively “Transaction Costs”), the amount of the excess Transaction Costs shall be carried over to the next year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any iii) any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably any lease takeover incurred by Tenant in connection with the Transfer, and ; (v) out-of-pocket costs of advertising the space subject to the Transfer, (vi) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Lease, without interest) improvement allowance or other economic concessions paid by Tenant for to the Transferee in connection with the Transfer; and (vii) reasonable attorneys’ fees incurred by Tenant Improvements in connection with the Transfer; and (viii) the aggregate amount of Base Rent and Additional Rent paid by Tenant during the period prior to the commencement of the term of the Transfer during which Tenant does not occupy the Subject Space, commencing on and after the Downtime Start Date (as defined below) (collectively, “Tenant’s Subleasing Transfer Costs”). The “Downtime Start Date” shall mean the later of (A) the date which Tenant vacates and does not reoccupy the Subject Space and delivers notice of the same to Landlord, and (B) the date Tenant enters into a listing agreement for the Subject Space with a reputable broker, and provides Landlord with notice thereof. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer, after Tenant has first recovered its Transfer Costs,.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord, fifty percent (50%) of any Transfer Premium derived by Tenant from such Transfer. The term “Transfer Premium” means all rent, additional rent or other consideration paid by such Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property) for the Subject Space in excess of the Rent payable by Tenant under this Lease (on a monthly basis during the Term, and on a per rentable square foot basis, if less than all of the Premises is Transferred), after deducting Permitted Transfer Costs. As used herein, “Permitted Transfer Costs” means the actual 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 Transfer, (c) any Alterations to the Subject Space made by Tenant in connection with the Transfer, and (d) marketing expenses and any 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. 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 the prior owners of Tenant, as the case may be, receive(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 pay directly to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received the amount by Tenant from such Transferee (other than any Permitted Party). “Transfer Premium” shall mean all which the rent, additional rent or and other consideration payable by due from the Transferee to Tenant under such Transferee in connection with lease for such month (less any Permitted Transfer Costs, as amortized on a monthly, straight-line basis over the Transfer in excess term of such agreement) exceeds the Rent and Additional Rent payable by Tenant under this Lease during with respect to the term of the Transfer Subject Space for such month (calculated on a per rentable square foot basis if less than all basis). In the case of an assignment, Tenant and the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances assignee shall be deducted only to the extent the same is included in the calculation jointly and severally liable for payment of total consideration payable any Transfer Premium. Tenant shall furnish upon Landlord’s request, a complete statement, certified by such Transferee)an independent certified public accountant, (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Lease, without interest) paid by Tenant for the Tenant Improvements (collectively, “or Tenant’s Subleasing Costs”). “chief financial officer, setting forth in detail the computation of any Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Premium Tenant in connection with has derived and will derive from such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

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

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord an amount equal to Landlord fifty percent (50%) % of any “Transfer Premium,” as that term is Premium (defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Partybelow). 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 to Tenant pursuant to such Transferee in connection with agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Transfer in excess of the Rent and Additional Monthly Rent payable by Tenant under this Lease during hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the Transfer on case of a per rentable square foot basis if less than all Change of Control, any consideration (including payment for Leasehold Improvements) paid by the Premises is transferred, after deducting new controlling party(ies) to the reasonable third party expenses incurred by Tenant for (iprior controlling party(ies) any design and construction costs incurred solely on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (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 also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount Payment of Landlord’s applicable share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly monthly, straight-line basis as rent or other consideration is received over the term of such agreement) exceeds the Monthly Rent payable by Tenant under hereunder with respect to the TransferContemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee (other than any Permitted Party)Tenant. “Transfer Premium” shall mean (a) all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than basis; (b) all of the Premises is transferred, after deducting the reasonable third party expenses incurred key money and bonus money paid by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, ; and (vc) any unamortized Excess Costs, as defined in Exhibit 5 (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 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 Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant to Transferee in connection with the Transfer, such Transferas brokerage commissions and reasonable attorneys’ fees; and (ii) 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. The determination Tenant shall pay the Transfer Premium to Landlord within five (5) days following receipt by Tenant. 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. Within one (1) year following the date of the amount Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Landlord’s applicable share Tenant relating to any Transfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be made on a monthly basis as rent or other consideration is received 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 cancel this Lease upon thirty (30) days’ notice to Tenant under 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 TransferTransferee.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord an amount equal to Landlord fifty percent (50%) % of any “Transfer Premium,” as that term is Premium (defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Partybelow). 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 to Tenant pursuant to such Transferee in connection with agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Transfer in excess of the Rent and Additional Monthly Rent payable by Tenant under this Lease during hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the Transfer on case of a per rentable square foot basis if less than all Change of Control, any consideration (including payment for Leasehold Improvements) paid by the Premises is transferred, after deducting new controlling party(ies) to the reasonable third party expenses incurred by Tenant for (iprior controlling party(ies) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (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 also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount Payment of Landlord’s applicable share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly monthly, straight-line basis as rent or other consideration is received over the term of such agreement) exceeds the Monthly Rent payable by Tenant under hereunder with respect to the TransferContemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements free base rent reasonably provided to the Premises Transferee, (ii) any brokerage commissions, (iii) legal fees, (iv) tenant improvement costs required by the Transferee, and (v) any legal or other fees payable to Landlord in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances all of which shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined amortized on a straight straight-line basis over the initial remaining term of this the Lease, without interest) paid by Tenant for or sublease, as the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”)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. The determination In the calculations of the amount of Landlord’s applicable share of 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 made 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 monthly straight-line basis as rent or other consideration is received by Tenant under over the Transferrelevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for in connection with such Transfer, including without limitation (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises and any tenant improvement allowances in connection with the Transfer, (ii) any free base rent and tenant improvement allowances Base Rent reasonably provided to the 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 such Transferee), (iii)any iii) any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costscosts paid to Landlord (or ▇▇▇▇▇▇▇▇’s mortgagee, as defined if applicable) in Exhibit 5 (as determined on a straight line basis over obtaining such party’s consent to the initial term of this Lease, without interest) paid by Tenant for the Tenant Improvements Transfer (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer. In addition, and any payment in excess of fair market value payments for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer, which are not deemed part of the real property improvements shall be excluded from the calculation of the Transfer Premium unless such payments are in excess of the fair market value of such items. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. Notwithstanding anything herein to the contrary, in no event shall Tenant be required to pay any Transfer Premium with respect to a Permitted Transfer.

Transfer Premium. If Landlord consents to approves a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord Landlord, as Rent, fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee (other than any Permitted Party)Tenant. The term “Transfer Premium” shall mean means all rent, additional rent or Rent and other consideration payable paid by such Transferee in connection with the Transfer a transferee 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 entire Premises is transferred), after deducting Transfer Costs. As used herein, “Transfer Costs” means the reasonable third party expenses actual costs incurred and paid by Tenant for (i) any design third-party leasing commissions that are reasonable and construction costs incurred on account of changes, alterations and improvements to customary for the market in which the Premises in connection with the Transferare located, (ii) any free base rent and tenant improvement allowances reasonably provided allowance actually paid by Tenant to the 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 transferee for improvements made in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the TransferPremises, and (viii) any unamortized Excess Costsout-of-pocket legal fees, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Leaseconcessions, without interest) paid allowances, or reletting fees and expenses reasonably incurred by Tenant for the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer. For purposes of the foregoing calculation, the leasing commissions and any payment in excess tenant improvement allowance shall be amortized on a straight-line basis over the term 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 the applicable Transfer. The determination If part of the amount of Landlordconsideration for such Transfer shall be payable other than in cash, L▇▇▇▇▇▇▇’s applicable 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 shall be made on a monthly basis as calculated independently with respect to each Transfer. The Transfer Premium due Landlord hereunder shall be earned and paid monthly, within five (5) days after Tenant receives any Transfer Premium from the transferee. Landlord shall have the right to request, and Tenant shall promptly provide, sufficient documentation to confirm the accurate Transfer Premium due in connection with any Transfer. If Landlord is unable to verify the accuracy of the Transfer Premium, Landlord shall have the right at all reasonable times to audit the books, records, and papers of Tenant relating to such Transfer and to make copies thereof. If any Transfer Premium is found to be understated, Tenant shall within thirty (30) days after demand pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit. The Transfer agreement between Tenant and the transferee, after approval by Landlord, shall not be amended or terminated without Landlord’s prior written consent. In the event that, notwithstanding the giving of such notice, T▇▇▇▇▇ collects any rent or other consideration is received sums from the transferee, then Tenant shall hold such sums in trust for the benefit of Landlord and shall immediately forward the same to Landlord. L▇▇▇▇▇▇▇’s collection of such rent and other sums shall not constitute an acceptance by Tenant under the TransferLandlord of attornment by such assignee or subtenant. The provisions of this Section 12.5 shall not apply to Permitted Transfers.

Transfer Premium. If Except with respect to a Change of Control, a Permitted Transfer or any other Transfer not requiring Landlord’s prior written consent, if Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord an amount equal to Landlord fifty percent (50%) % of any “Transfer Premium,” as that term is Premium (defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Partybelow). 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; or (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 to Tenant pursuant to such Transferee in connection with agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Transfer in excess of the Rent and Additional Monthly Rent payable by Tenant under this Lease during hereunder with respect to the Contemplated Transfer Space for the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (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”)agreement. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount Payment of Landlord’s applicable share of the Transfer Premium shall be made (x) in the case of an assignment, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly monthly, straight-line basis as rent or other consideration is received over the term of such agreement) exceeds the Monthly Rent payable by Tenant under hereunder with respect to the TransferContemplated Transfer Space for such month.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, actually received by Tenant from such Transferee (other than any Permitted Party)Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable (in lieu of or in addition to rent) by such Transferee in connection with the Transfer (as opposed to the sale of the business) in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer Transfer, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant in connection with such Transfer for (i) any design improvement allowance or other economic concessions (space planning allowance, moving expenses, etc.) paid by Tenant to Transferee in connection with such Transfer, including any unamortized value of tenant improvements in excess of Forty-Five Dollars ($45.00) and construction costs up to Seventy-Five Dollars ($75.00) per rentable square foot in the Transferred Space paid for by Tenant; (ii) any brokerage commission incurred on account of changes, alterations and improvements to the Premises by Tenant in connection with the Transfer, (iiiii) any free base rent and tenant improvement allowances reasonably provided reasonable attorneys’ fees incurred by Tenant (including attorneys’ fees paid to the 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 such Transferee), (iii)any brokerage commissions Landlord) in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with any costs to buy-out or takeover the Transfer, and previous lease of a Transferee; (v) any unamortized Excess Costs, as defined in Exhibit 5 out-of-pocket costs of advertising the space that is the subject of the Transfer and (as determined on a straight line basis over vi) the initial term aggregate amount of this Lease, without interest) Base Rent and Additional Rent paid by Tenant for during the period prior to the commencement of the term of the transfer during which Tenant Improvements does not occupy the subject space, commencing on and after the Downtime State Date (as defined below) (collectively, “Tenant’s Subleasing Costs”). The “Downtime Start Date” shall mean the later of (A) the date which Tenant vacates and does not reoccupy the subject space and delivers Notice of the same to Landlord, and (B) the date Tenant enters into a listing agreement for the subject space with a reputable broker, and provides Landlord with Notice thereof; provided, however, in no event will Subleasing Costs for space not yet occupied by Tenant (and not occupied by Tenant merely as a subterfuge of this provision) include any Base Rent and Additional Rent paid by Tenant to Landlord for a period of time in excess of six (6) months. “Transfer Premium” shall also include, but not be limited to, key money, money and bonus money or other cash consideration for rent or in lieu of rent paid by Transferee to Tenant in connection with such TransferTransfer (as opposed to the sale of the business), and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of ; provided, however, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all Subleasing Costs for such Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively, “Transaction Costs”), the amount of Landlord’s applicable share of the excess Transaction Costs shall be carried over to the next year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. Notwithstanding anything contained in this Section 14.3 to the contrary, no Transfer Premium shall be made on a monthly basis due in connection with Tenant’s sublease to Playa Capital Company, LLC (“Playa Capital”) as rent or other consideration is received by Tenant under executed concurrently with this Lease (the Transfer“Playa Capital Sublease”).

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the TransferTransfer or which Tenant can substantiate to Landlord have not been paid for with any Tenant improvement allowance funds provided to Tenant by Landlord (and then only to the extent of any unamortized amount of such expense), (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer Transferee, and (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 such Transferee), (iii)any iii) any brokerage commissions in connection with the Transfer, (iv) any marketing costs and legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Lease, without interest) paid other commercially reasonable costs or concessions incurred or granted by Tenant for in connection with the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”)Transfer. “"Transfer Premium” " shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination In the calculations of the amount of Landlord’s applicable share of 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 made 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 monthly straight-line basis as rent or other consideration is received by Tenant under over the Transferrelevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee (other than any Permitted Party)Transferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses (the "Transfer Costs") incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any iii) any reasonable brokerage commissions and attorneys fees incurred in connection with the Transfer, (iv) legal marketing costs; (v) attorneys' fees and disbursements reasonably incurred paid by Tenant to Landlord in connection with the Transfer, (vi) tenant improvement allowances granted in connection with the Transfer, (vii) free rent and concessions granted to the Transferee, and (vviii) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term amount of this Lease, without interest) Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (A) the date Tenant contracts with a reputable broker to market the Subject Space, and (B) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer. The Transfer Costs shall also be deemed to include the value of any permanently affixed improvements in the Subject Space which were paid for by Tenant (specifically excluding any improvements in the Subject Space funded by Landlord as part of the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”Improvement Allowance). “"Transfer Premium” " shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination Tenant shall not artificially structure any Transfer as a subterfuge in order to intentionally circumvent the provisions of the amount this Section 14.3. Tenant shall be required to pay Landlord its portion of Landlord’s applicable share of the any Transfer Premium shall be made on a monthly basis as rent or other consideration is when received by Tenant, provided that Tenant under shall be entitled to recover all of its Transfer Costs prior to owing to Landlord any Transfer Premium pursuant to the Transferterms of this Section 14.3.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer Transfer, and (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 such Transferee), (iii)any iii) any brokerage commissions and reasonable legal fees in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Lease, without interest) paid by Tenant for the Tenant Improvements Transfer (collectively, “"Tenant’s Subleasing 's Transfer Costs”"). “"Transfer Premium” " shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s 's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (i) Tenant's Transfer Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer and (ii) the Rent paid for the Subject Space by Tenant 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.

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

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee (other than any Permitted Party)Tenant. “Transfer Premium” shall mean (a) all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than basis; (b) all of the Premises is transferred, after deducting the reasonable third party expenses incurred key money and bonus money paid by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, ; and (vc) any unamortized Excess Costs, as defined in Exhibit 5 (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 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 Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant to Transferee in connection with the Transfer, such Transferas customary brokerage commissions and reasonable attorneys’ fees; and (ii) 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. The determination Tenant shall pay the Transfer Premium to Landlord within five (5) days following receipt by ▇▇▇▇▇▇. Tenant shall furnish upon ▇▇▇▇▇▇▇▇’s request a complete statement, certified by an independent certified public accountant, or ▇▇▇▇▇▇’s chief financial officer, setting forth in detail the computation of any Transfer Premium. Within one (1) year following the date of the amount Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Landlord’s applicable share Tenant relating to any Transfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be made on a monthly basis as rent or other consideration is received 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 cancel this Lease upon thirty (30) days’ notice to Tenant under 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 TransferTransferee.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of the amount of any “Transfer Premium,” as that term is defined in this Section SECTION 14.3, received by Tenant from such Transferee Transferee. Notwithstanding the foregoing, during any period in which Tenant fails to occupy at least four (other than 4) full floors of the Building, Tenant shall pay to Landlord one hundred percent (100%) of the amount of any Permitted Party)Transfer Premium received by Tenant during such period. “Transfer PremiumTRANSFER PREMIUM” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses actually incurred by Tenant for the following costs (collectively, the “SUBLEASING COSTS”): (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the TransferTransfer which comply with the terms of this Lease, (ii) any free base rent and tenant improvement allowances reasonably provided to the 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 such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iviii) reasonable legal fees and disbursements reasonably incurred in connection with the Transfer, including those fees and costs reimbursed to Landlord pursuant to the last sentence of SECTION 14.1, (iv) the amount of any Base Rent and Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the period commencing on the later of (a) the date Tenant contracts with a reputable broker to market the Subject Space, or (b) the date Tenant vacates the Subject Space, until the commencement of the term of the Transfer, and (v) any unamortized Excess Costsother “out-of-pocket” monetary concessions reasonably provided in connection with the Transfer, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Leaseincluding, without interest) paid by Tenant for the Tenant Improvements (collectivelybut not limited to, “Tenant’s Subleasing Costs”)tenant improvement or decorating allowances. “Transfer PremiumTRANSFER PREMIUM” shall also include, but not be limited to, key money, money and 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. If part of the Transfer Premium shall be payable to the Transferee other than in cash, Landlord’s share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly an annual basis as rent or other consideration is received by Tenant under in accordance with the terms of this SECTION 14.3.1, but an estimate of the amount of the Transfer Premium shall be made each month and one-twelfth of such estimated amount shall be paid to Landlord promptly, but in no event later than the next date for payment of Base Rent hereunder, subject to an annual reconciliation on each anniversary date of the Transfer.. If the payments to Landlord under this SECTION 14.3.1 during the twelve (12) months preceding each annual reconciliation exceed the amount of Transfer Premium determined on an annual basis, then Landlord shall credit the overpayment against Tenant’s future obligations under this SECTION 14.3.1 or if the overpayment occurs during the last year of the Transfer in question, refund the excess to Tenant. If Tenant has underpaid Landlord’s share of the Transfer Premium, as determined by such annual reconciliation, Tenant shall pay the amount of such deficiency to Landlord promptly, but in no event later than the next date for payment of Base Rent hereunder,

Transfer Premium. (a) If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant Landlord shall pay be entitled to Landlord fifty receive, as Additional Rent hereunder, seventy-five percent (5075%) of any “Transfer Premium derived from such Transfer. As used herein, the term "Transfer Premium,” as that term is defined " means (i)(A) in this Section 14.3the case of an assignment, received any consideration (including, without limitation, payment for leasehold improvements) paid by Tenant from the assignee on account of such Transferee assignment, and (B) in the case of any other than any Permitted Party). “Transfer Premium” shall mean Transfer, all rent, additional rent or other consideration payable paid by the Transferee to the Transferor pursuant to such Transferee in connection with the Transfer in excess of the Rent base rent and Additional Rent additional rent payable by Tenant under this Lease such Transferor during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferredbasis, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, minus (ii) (AA) any free base rent brokerage commissions (not to exceed commissions typically paid in the market at the time of such subletting or assignment) and tenant improvement allowances reasonably provided to the Transferee reasonable attorneys' fees paid by Transferor in connection with the Transfer and (provided that such free rent and tenant improvement allowances shall be deducted only BB) the reasonable cost of Alterations made to the extent Transfer Premises at Tenant's cost to effect the same is included in Transfer (not to exceed Five Dollars ($5.00) per rentable square foot of the calculation of total consideration payable by such TransfereeTransfer Premises) (collectively, "Recoverable Expenses"), (iii)any brokerage commissions unless the deduction of such Recoverable Expenses is waived by Transferor pursuant to Section 17.5(b) below. For purposes of calculating the Transfer Premium in connection with a sublease, the TransferRecoverable Expenses shall be deducted, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Leasean amortized basis, without interest) paid by Tenant for , over the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination term of the amount sublease. Payment of Landlord’s applicable share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (1) in the case of an assignment, the Transferor shall pay the portion of the Transfer Premium due to Landlord within ten (10) days after the Transferor receives the consideration described in clause (i)(A) above; and (2) in the case of any other Transfer, on a monthly basis as the first day of each month during the term of the Transfer, the Transferee shall pay directly to Landlord seventy-five percent (75%) of the amount by which the rent, additional rent or other consideration due from the Transferee for such month exceeds (x) the base rent and additional rent payable by the applicable Transferor for said month which is received allocable to the Transfer Premises, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Tenant under the TransferTransferor pursuant to Section 17.5(b).

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee (other than any Permitted Party)Tenant. “Transfer Premium” shall mean (a) all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than basis; (b) all of the Premises is transferred, after deducting the reasonable third party expenses incurred key money and bonus money paid by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, ; and (vc) any unamortized Excess Costs, as defined in Exhibit 5 (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 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 Transferee. The “Transfer Premium” shall (i) be reduced by all out-of-pocket expenses incurred by Tenant to Transferee in connection with the Transfer, such Transferas customary brokerage commissions, tenant improvements and reasonable attorneys’ fees; and (ii) 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. The determination Tenant shall pay the Transfer Premium to Landlord within fifteen (15) days following receipt by ▇▇▇▇▇▇. Tenant shall furnish upon ▇▇▇▇▇▇▇▇’s request a complete statement, certified by an independent certified public accountant, or ▇▇▇▇▇▇'s chief financial officer, setting forth in detail the computation of any Transfer Premium. Within six (6) months following the date of the amount Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Landlord’s applicable share Tenant relating to any Transfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be made on a monthly basis as rent or other consideration is received 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 cancel this Lease upon thirty (30) days’ notice to Tenant under 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 TransferTransferee.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section SECTION 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “"Transfer Premium” " shall mean the total of all rent, additional rent or other consideration payable by such Transferee in connection with the 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 RSF basis if less than all of the Premises is transferred), after deducting the reasonable third party all expenses incurred by Tenant for (i) any brokerage, legal, construction, and/or design and construction fees paid to unrelated third parties, other reasonable out-of-pocket costs incurred on account of changes, alterations and improvements paid to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably unrelated third parties incurred in connection with the Transfersuch transfer, and the amortized value of tenant improvements made by Tenant to the Subject Space during the first two years of the Lease term (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis amortized over the entire initial term of this the Lease, without interest)) paid by Tenant for the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”)resulting from a Transfer. “"Transfer Premium” " shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination In the calculations of the amount of Landlord’s applicable share of Rent (as it relates to the Transfer Premium calculated under this SECTION 14.3), and the Transferee's Rent, the Rent paid during each annual period for the Subject Space, and the Transferee's Rent shall be made 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 monthly straight-line basis as rent or other consideration is received by Tenant under over the Transferrelevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, and after deducting the reasonable third party expenses incurred by Tenant for deduction of (i) any design and construction costs incurred on account of changes, alterations and improvements made to the Premises Subject Space in connection with the such Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee brokerage commissions paid 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 such Transferee), (iii)any brokerage commissions in connection with the Transfer, and (iviii) reasonable legal fees and disbursements reasonably incurred in connection with the Transfer, and such Transfer (v) any unamortized Excess Costs, as defined in Exhibit 5 (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 also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, Tenant’s Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer. Notwithstanding the foregoing terms of this Section 14.3, Landlord hereby acknowledges that Tenant intends to enter into a sublease for space on the (1st) floor of the Premises (the “First Floor Sublease”), and to the extent Tenant enters into any such First Floor Sublease (that meets the terms hereof), Landlord shall not be entitled to any Transfer Premium in connection with the first such First Floor Sublease, but such protection shall not apply to subsequent subleases of the Premises.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “Transfer Premium” "TRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee Transferee, and (iii) any brokerage commissions, and (iv) reasonable attorneys' fees 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 such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (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”"TENANT'S SUBLEASING COSTS"). “"Transfer Premium” " shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with as consideration for such Transfer, Transfer and any payment which consideration is in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s 's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer and (ii) the Rent paid for the Subject Space by Tenant 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.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord, fifty percent (50%) of any Transfer Premium derived by Tenant from such Transfer. The term “Transfer Premium” means all rent, additional rent or other consideration paid by such Transferee (including, but not limited to, payments in excess of fair market value for Tenant’s assets, trade fixtures, equipment and other personal property) for the Subject Space in excess of the Rent payable by Tenant under this Lease (on a monthly basis during the Term, and on a per rentable square foot basis, if less than all of the Premises is Transferred), after deducting Permitted Transfer Costs. As used herein, “Permitted Transfer Costs” means the actual costs incurred and paid by Tenant for (i) any leasing commissions (not to exceed commissions typically paid in the San Francisco office market at the time of such Transfer), (ii) reasonable legal fees and expenses in connection with the Transfer, (iii) any Alterations to the Subject Space made by Tenant in connection with the Transfer and any free rent, and (iv) marketing expenses and any 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. 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, 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 the prior owners of Tenant, as the case may be, receive(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 pay directly to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received the amount by Tenant from such Transferee (other than any Permitted Party). “Transfer Premium” shall mean all which the rent, additional rent or and other consideration payable by due from the Transferee to Tenant under such Transferee in connection with lease for such month (less any Permitted Transfer Costs, as amortized on a monthly, straight-line basis over the Transfer in excess term of such agreement) exceeds the Rent and Additional Rent payable by Tenant under this Lease during with respect to the term of the Transfer Subject Space for such month (calculated on a per rentable square foot basis if less than all basis). In the case of an assignment, Tenant and the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances assignee shall be deducted only to the extent the same is included in the calculation jointly and severally liable for payment of total consideration payable any Transfer Premium. Tenant shall furnish upon Landlord’s request, a complete statement, certified by such Transferee)an independent certified public accountant, (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Lease, without interest) paid by Tenant for the Tenant Improvements (collectively, “or Tenant’s Subleasing Costs”). “chief financial officer, setting forth in detail the computation of any Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Premium Tenant in connection with has derived and will derive from such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, actually received by Tenant from such Transferee (other than any Permitted Party)Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer (as opposed to the sale of Tenant’s business) 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee brokerage commissions in connection with the Transfer (provided that such iii) any free rent and tenant improvement allowances shall be deducted only reasonably provided to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions iv) any marketing fees in connection with the Transfer, (iv) legal any key money, bonus money or other cash consideration paid by Tenant to Transferee for furniture, fixtures, equipment and/or similar items; (v) any attorney fees and disbursements reasonably or fees paid to Landlord actually incurred by Tenant in connection with such Transfer; (vi) any lease takeover incurred by Tenant in connection with the Transfer; (vii) out-of-pocket costs of advertising the space subject to the Transfer, and (vviii) any unamortized Excess Costsimprovement allowance or other economic concessions (space planning allowance, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Leasemoving expenses, without interestetc.) paid by Tenant for the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”)to Transferee in connection with such Transfer. “Transfer Premium” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such TransferTransfer (as opposed to the sale of Tenant’s business), and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. Notwithstanding anything contained herein to the contrary, under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all applicable Tenant’s Subleasing Costs for each applicable Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Tenant’s Subleasing Costs, are less than any and all costs actually paid in assigning or subletting the affected space (collectively “Transaction Costs”), the amount of the excess Transaction Costs shall be carried over to the next year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer Transfer, and (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 such Transferee), (iii)any iii) any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Lease, without interest) paid by Tenant for the Tenant Improvements Transfer (collectively, “"Tenant’s 's Subleasing Costs”"). “"Transfer Premium” " shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any an payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The Tenant shall make a determination of the amount of Landlord’s 's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium, on a monthly basis, (A) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer and (B) the Rent paid for the Subject Space by Tenant shall be computed after adjusting such 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.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord an amount equal to Landlord fifty percent (50%) % of any “Transfer Premium,” as that term is Premium (defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Partybelow). 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 improvement allowances, brokerage fees, legal fees, and Landlord’s review fee; (b) in the case of a sublease, license or other consideration payable by such Transferee in connection with the Transfer in excess occupancy agreement, for each month of the Rent term of such agreement, the amount by which all rent and Additional other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, improvement allowances, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant under this Lease during hereunder with respect to the term Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the Transfer on a per rentable square foot basis if less than all of new controlling party(ies) to the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (iprior controlling party(ies) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Lease, without interestless Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) paid by Tenant for the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”)on account of such Change of Control. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount Payment of Landlord’s applicable share of the Transfer Premium shall be made on (x) in the case of an assignment or a monthly basis Change of Control, within 30 days after Tenant or the prior controlling party(ies), as rent the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration is received by Tenant under the Transferdescribed above.

Transfer Premium. If Landlord consents to a Transfer, as a condition ---------------- thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer Transfer, and (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 such Transferee), (iii)any iii) any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Lease, without interest) paid by Tenant for the Tenant Improvements Transfer (collectively, “"Tenant’s 's Subleasing Costs”"). “"Transfer Premium” " shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s 's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer and (ii) the Rent paid for the Subject Space by Tenant 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.

Transfer Premium. If Landlord consents to any Transfer (other than a Permitted Transfer), Tenant, contemporaneously with Tenant’s delivery of a fully executed duplicate original of the document or documents effecting such Transfer, as shall deliver to Landlord a condition thereto which certification (the parties hereby agree “Transfer Premium Certificate”) of the amount of any consideration to be received by Tenant that is reasonableattributable to such Transfer. Except in the case of a Permitted Transfer, Tenant shall pay to Landlord fifty percent (50%) of any “Net Transfer Premium,” Premium (as that term hereinafter defined) within thirty (30) days after same is defined in this Section 14.3, received and collected by Tenant from such Transferee (other than any Permitted Party)time to time. As used herein, “Net Transfer Premium” shall mean all rentmean, additional rent or other with respect to any Transfer, the amount of any consideration payable by such received from any Transferee in connection with consideration for such Transfer less: (i) in the Transfer in excess case of the Rent and Additional a subletting, all Rent payable by Tenant under this Lease in respect of the Subject Space during the term of the such sublease; and (ii) Transfer on a per rentable square foot basis if less than all Costs (as hereinafter defined). As used herein, “Transfer Costs” with respect to any Transfer shall mean: (a) any allowances or other economic concessions (including free rent periods); (b) costs of alterations made to the Premises is transferred(including without limitation costs of dividing the Premises and creating common corridors); (c) brokerage commissions; (d) advertising and marketing costs; and (e) reasonable legal, after deducting the reasonable third party expenses architectural, and engineering costs paid or incurred by Tenant for (i) any design and construction costs whether incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Lease, without interest) paid directly by Tenant for the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered reimbursed by Tenant to Transferee Landlord or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transferother parties). The determination If part of the amount of consideration for such Transfer shall be payable other than in cash, Landlord’s applicable share of the Transfer Premium such non-cash consideration shall be made on a monthly basis in such form as rent or other consideration is received by Tenant under the Transferreasonably satisfactory to Landlord and to Tenant.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” , " as that term is defined in this Section 14.314 . 3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer Lease, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (a) the Base Rent and the amount of Tenant's Share of Direct Expenses paid to Landlord by Tenant during the period of the sublease term or during the assignment with respect to the Subject Space; (b) the Base Rent and the amount of Tenant's Share of Direct Expenses as to the Subject Space paid to Landlord by Tenant for the period commencing on the later of (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection date the space was listed with the Transfer, a broker for assignment or subletting purposes or (ii) any free base the date the Subject Space had been vacated by Tenant and continuing until the date the assignee or sublessee was to pay rent and tenant improvement allowances reasonably provided to under the Transferee in connection with the Transfer assignment or sublease; (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 such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (vc) any unamortized Excess Costsimprovement allowance or other economic concession (planning allowance, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Leasemoving expenses, without interestetc.) paid by Tenant to sublessee or assignee; (d) brokers' commissions; (e) attorneys' fees; (f) lease takeover payments; and (g) costs of advertising the space for the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”)sublease or assignment. “"Transfer Premium” " shall also include, but not be limited to, key money, money and 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 "Transfer Premium" shall not include any amount received by Tenant for the sale of its business or any portion thereof as distinguished from amounts received by Tenant for its leasehold interest in the Lease. The determination In the calculations of the amount of Landlord’s applicable share of Rent (as it relates to the Transfer Premium calculated under this Section 14.3), the Rent paid during each annual period for the Subject Space, and the Transferee's Rent shall be made 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 monthly straight-line basis as rent or other consideration is received by Tenant under over the Transferrelevant term.

Transfer Premium. If Except as otherwise provided in Sections 14.6 and 14.7 below, if Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “Transfer Premium” shall mean all rent, additional rent or rent, parking charges and other consideration payable by received from such Transferee in connection with the Transfer in excess of the Rent Rent, Additional Rent, parking charges and Additional Rent other consideration payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the actual, reasonable third party and documented expenses incurred by Tenant for the following (collectively, the “Subleasing Costs”): (i) any design and construction costs incurred on account of changes, alterations and improvements made to the Premises Premises, and/or any tenant improvement allowance, space planning allowance, moving allowance or other out-of-pocket monetary concessions paid or provided by Tenant to the Transferee, in connection with the Transfer, ; (ii) any free base rent and tenant improvement allowances reasonably provided to the 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 such Transferee), (iii)any brokerage commissions and advertising expenses in connection with the Transfer, ; and (iii) reasonable legal fees incurred by Tenant in negotiating the Transfer and obtaining Landlord’s consent thereto (including Landlord’s attorneys’ fees); (iv) legal fees and disbursements reasonably incurred in connection with any costs to buy-out or takeover the Transfer, previous lease of a Transferee; and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Lease, without interest) Rent paid to Landlord by Tenant for all days that Tenant has vacated the Tenant Improvements Subject Space following the later of (collectivelyA) the date the Subject Space was first vacated by Tenant, “(B) the date Landlord receives a factually correct written notice of Tenant’s Subleasing Costs”)intention to assign or sublet the Subject Space, and (C) the date Landlord receives a factually correct written notice that the Subject Space has been listed with an outside brokerage firm for marketing to third party tenants, up to the effective date of the sublease or assignment covering said Subject Space, or, if earlier, the date Tenant’s assignee or subtenant takes possession of the Subject Space or Tenant ceases to list the Subject Space with an outside brokerage firm for marketing to third party tenants. The Transfer Premium shall not apply to any assignment or sublease to an Affiliate or a sublease to a Business Affiliate pursuant to the provisions of Sections 14.6 and 14.7 below. “Transfer Premium” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such TransferTransfer but not sales proceeds from the sale of Tenant or an Affiliate, and any payment in excess of fair market value for services rendered by Tenant to the Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of Under no circumstances shall Landlord be paid any Transfer Premium until Tenant has recovered all Subleasing Costs for such Transferred Space, it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than such Subleasing Costs, the amount of Landlord’s applicable share of the excess Subleasing Costs shall be carried over to the next year and then deducted from gross revenues with the procedure repeated until a Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transferachieved.

Transfer Premium. (a) If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant Landlord shall pay be entitled to Landlord receive, as Additional Rent hereunder, fifty percent (50%) of any “Transfer Premium derived from such Transfer. As used herein, the term "Transfer Premium,” as that term is defined " means ----------------- (i) (A) in this Section 14.3the case of an assignment, received any consideration (including, without limitation, payment for leasehold improvements) paid by Tenant from the assignee on account of such Transferee assignment, and (B) in the case of any other than any Permitted Party). “Transfer Premium” shall mean Transfer, all rent, additional rent or other consideration payable paid by the Transferee to the Transferor pursuant to such Transferee in connection with the Transfer in excess of the Rent base rent and Additional Rent additional rent payable by Tenant under this Lease such Transferor during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, minus (ii) any free base rent brokerage commissions (not to exceed commissions typically paid in the market at the time of such subletting or assignment) and tenant improvement allowances reasonably provided to the Transferee reasonable attorneys' fees paid by Transferor 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 such Transfereecollectively, "Recoverable Expenses"), (iii)any brokerage commissions unless the deduction of such Recoverable -------------------- Expenses is waived by Transferor pursuant to Section 17.6(b) below. For purposes of calculating the Transfer Premium in connection with a sublease, the TransferRecoverable Expenses shall be deducted, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Leasean amortized basis, without interest) paid by Tenant for , over the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination term of the amount sublease. Payment of Landlord’s applicable share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (1) in the case of an assignment, the Transferor shall pay the portion of the Transfer Premium due to Landlord within ten (10) days after the Transferor receives the consideration described in clause (i)(A) above; and (2) in the case of any other Transfer, on a monthly basis as the first day of each month during the term of the Transfer, the Transferee shall pay directly to Landlord fifty percent (50%) of the amount by which the rent, additional rent or other consideration due from the Transferee for such month exceeds (x) the base rent and additional rent payable by the applicable Transferor for said month which is received allocable to the Transfer Premises, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Transferor pursuant to Section 17.6(b). This Section 17.6 shall not apply to a Transfer to a Permitted Transferee. (b) Within sixty (60) days after request by Landlord, Transferor shall provide Landlord a written statement, together with reasonably detailed invoices therefor, certifying the total amount of Recoverable Expenses in connection with any Transfer and Tenant's calculation of the Transfer Premium. If Transferor fails to provide such statement and invoices to Landlord within the sixty (60) day period, Transferor shall be deemed to have waived the deduction of Recoverable Expenses in determining the Transfer Premium. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant, and any other Transferor, relating to a Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found to be understated, Tenant under shall, within ten (10) days after demand, pay the Transferdeficiency; and, if understated by more than two percent (2%), Tenant shall pay 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 to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “Transfer Premium” "TRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee Transferee, and (iii) any brokerage commissions 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 such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (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”"TENANT'S SUBLEASING COSTS"). “"Transfer Premium” " shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s 's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer and (ii) the Rent paid for the Subject Space by Tenant 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.

Transfer Premium. 1. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant Landlord shall pay be entitled to Landlord fifty receive, as Additional Rent hereunder, seventy-five percent (5075%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant Premium derived from such Transferee (other than any Permitted Party)Transfer. As used herein, the term “Transfer Premium” shall mean means (a) in the case of an assignment, any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee on account of such assignment, and (b) in the case of any other Transfer, all rent, additional rent or other consideration payable paid by the Transferee to the Transferor pursuant to such Transferee in connection with the Transfer in excess of the Rent base rent and Additional Rent additional rent payable by Tenant under this Lease such Transferor during the term of the Transfer on a per rentable square foot basis if less than all basis, after deducting, on an amortized basis, without interest, over the term of the Premises is transferredTransfer, after deducting any brokerage commissions (not to exceed commissions typically paid in the market at the time of such subletting or assignment), reasonable third party expenses incurred attorneys’ fees paid by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, Transfer and the reasonable costs of any tenant improvements (iiwhich in no event shall exceed ten dollars per square foot) any free base rent and tenant improvement allowances reasonably provided to the Transferee paid by Tenant 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 such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (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 CostsRecoverable Expenses”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination Payment of the amount of Landlord’s applicable share portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (i) in the case of an assignment, the Transferor shall pay Landlord’s portion of the Transfer Premium to Landlord within ten (10) days after the Transferor receives the Transfer Premium; and (ii) in the case of any other Transfer, on a monthly basis as the first day of each month during the term of the Transfer, the Transferee shall pay directly to Landlord seventy-five percent (75%) of the amount by which the rent, additional rent or other consideration due from the Transferee for such month exceeds (1) the base rent and additional rent payable by the applicable Transferor for said month which is received by Tenant under allocable to the Transfer Premises, plus (2) the amortized amount of Recoverable Expenses allocated to such month. No Transfer Premium shall be payable to Landlord in connection with a Permitted Transfer.

Transfer Premium. If Landlord consents shall give its consent to a Transfer, as a condition thereto which the parties hereby agree is reasonableany assignment of this Lease or to any sublease, Tenant shall in consideration therefor pay to Landlord, as Additional Rent, the following amounts (collectively the “Transfer Premium”): (a) in the case of an assignment, an amount equal to fifty percent (50%) of all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment, including sums paid for the sale of Tenant’s Property, but excluding Oyster Point Marina Plaza Office LeaseKashiwa Fudosan America, Inc. :: ESSA Pharmaceuticals Corp. the following: (i) in the case of a sale of Tenant’s Property, the then-current net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns; (ii) then-customary brokerage commissions being paid by Landlord for leasing of space in the Building or, if less, the brokerage commission paid by Tenant in connection with the assignment; (iii) reasonable legal fees and disbursements; and (iv) reasonable amounts paid by Tenant for tenant improvements constructed for the assignee; and (b) in the case of a sublease, fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party). “Transfer Premium” shall mean all rentrents, additional rent charge, or other consideration payable under the sublease to Tenant by such Transferee in connection with the Transfer subtenant which is in excess of the Base Rent and Additional Rent payable by Tenant under this Lease accruing during the term of the Transfer on a sublease in respect of the subleased space (at the rate per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred payable by Tenant hereunder) pursuant to the terms hereof, including sums paid for the sale or rental of Tenant’s Property, but excluding the following: (i) any design and construction costs incurred in the case of the sale or lease of Tenant’s Property, the then-current net unamortized or undepreciated cost thereof determined on account the basis of changesTenant’s federal income tax returns; (ii) then-customary brokerage commissions being paid by Landlord for leasing of space in the Building or, alterations and improvements to if less, the Premises brokerage commission paid by Tenant in connection with the Transfer, sublease; (iiiii) any free base rent reasonable legal fees and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent disbursements; and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Lease, without interest) reasonable amounts paid by Tenant for tenant improvements constructed for the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfersubtenant. The determination of the amount of Landlord’s applicable share of sums payable as the Transfer Premium under this § 17.8 shall be made on a monthly basis paid to Landlord as rent and when payable by the subtenant or other consideration is received by Tenant under the Transferassignee to Tenant.

Transfer Premium. 14.3.1 If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty sixty percent (5060%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “Transfer Premium” shall mean means (i)(a) in the case of an assignment, any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee on account of such assignment, and (b) in the case of any other Transfer, all rent, additional rent or other consideration payable paid by the Transferee to the Transferor pursuant to such Transferee in connection with the Transfer in excess of the Rent base rent and Additional Rent additional rent payable by Tenant under this Lease such Transferor during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferredbasis, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, minus (ii) any free base rent brokerage commissions (not to exceed commissions typically paid in the market at the time of such subletting or assignment) and tenant improvement allowances reasonably provided to the Transferee reasonable attorneys’ fees paid by Transferor 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 such Transferee“Recoverable Expenses”), (iii)any brokerage commissions unless the deduction of such Recoverable Expenses is waived by Transferor pursuant to Section 14.3.2 below. For purposes of calculating the Transfer Premium in connection with a sublease, the TransferRecoverable Expenses shall be deducted, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Leasean amortized basis, without interest) paid by Tenant for , over the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination term of the amount sublease. Payment of Landlord’s applicable share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows: (1) in the case of an assignment, the Transferor shall pay the portion of the Transfer Premium due to Landlord within ten (10) days after the Transferor receives the consideration described in clause (i)(a) above; and (2) in the case of any other Transfer, on a monthly basis as the first day of each month during the term of the Transfer, the Transferee shall pay directly to Landlord sixty percent (60%) of the amount by which the rent, additional rent or other consideration due from the Transferee for such month exceeds (x) the base rent and additional rent payable by the applicable Transferor for said month which is received allocable to the Contemplated Transfer Space, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Tenant under the TransferTransferor pursuant to Section 14.3.2 below.

Transfer Premium. If Landlord consents to a any Transfer, as a condition thereto (which the parties hereby agree is reasonable), Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee (other than or any Permitted Party)subsequent Transferee, e.g., a sub-subtenant) in connection with the Transfer. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of all Rent, including the Base Rent and Additional Rent Tenant's Share of Direct Expenses payable by Tenant under this Lease during the term of the Transfer (which shall be calculated on a per rentable square foot basis if less than all of the Premises is transferred), after deducting the reasonable third party reasonable, actual, out-of-pocket expenses incurred by Tenant for the Transfer including (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with order to procure the particular Transfer, (ii) any free base rent and tenant improvement market monetary allowances reasonably provided to the 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 such Transferee)Transfer, (iii)any iii) any market brokerage commissions in connection with the particular Transfer, (iv) legal fees in negotiating the particular Transfer, (v) any free rent and disbursements reasonably incurred in connection with other concessions provided to the Transferee, (vi) any advertising or marketing costs directly relating to the Transfer, and (vvii) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over fees paid to Landlord for Landlord's review of the initial term of this Lease, without interest) paid by Tenant for the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”)Transfer. “"Transfer Premium” " shall also include, but not be limited to, key money, bonus money or other cash consideration paid by the Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination Landlord or its authorized representatives shall have the right at all reasonable times upon at least thirty (30) days prior written notice to audit the books, records and papers of Tenant relating to the amount calculation of Landlord’s applicable share of any Transfer Premium and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be made on found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than five percent (5%), Tenant shall pay Landlord's reasonable, out-of-pocket costs of such audit not to exceed $2,000. In connection with such audit, Landlord and Landlord's agents shall follow Tenant's reasonable rules and procedures regarding inspections of Tenant's records, and shall execute a monthly basis as rent or other consideration is received by commercially reasonable confidentiality agreement regarding such inspection. Notwithstanding anything set forth herein to the contrary, in no event shall Tenant under the be required to pay a Transfer Premium in connection with a Permitted Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord an amount equal to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is Premium (defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Partybelow). 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 consideration payable by such Transferee in connection with the Transfer in excess occupancy agreement, for each month of the Rent term of such agreement, the amount by which all rent and Additional other consideration paid by the transferee to Tenant pursuant to such agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the Monthly Rent payable by Tenant under this Lease during hereunder with respect to the term Contemplated Transfer Space; and (c) in the case of a Change of Control, any consideration (including payment for Leasehold Improvements) paid by the Transfer on a per rentable square foot basis if less than all of new controlling party(ies) to the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (iprior controlling party(ies) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Lease, without interestless Landlord’s review fee and, to the extent reasonably allocable to this Lease, any other reasonable and customary expenses directly incurred by such prior controlling party(ies) paid by Tenant for the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”)on account of such Change of Control. “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount Payment of Landlord’s applicable share of the Transfer Premium shall be made on (x) in the case of an assignment or a monthly basis Change of Control, within thirty (30) days after Tenant or the prior controlling party(ies), as rent the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, for each month of the term of such agreement, within five (5) business days after Tenant receives the rent and other consideration is received by Tenant under the Transferdescribed above.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord Landlord, as Additional Rent, fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee Transferee. ▇▇▇▇▇▇▇▇’s share of the Transfer Premium shall be paid to Landlord within five (other than any Permitted Party)5) business days after receipt thereof by ▇▇▇▇▇▇. The payments of Transfer Premium to Landlord shall be made on a monthly basis with respect to each Transfer separately, subject to an annual reconciliation on each anniversary date of the Transfer. If the payments to Landlord under this Section during the twelve (12) months preceding each annual reconciliation exceed the amount of the Transfer Premium determined on an annual basis, then Landlord shall refund to Tenant the amount of such overpayment or credit the overpayment against Tenant’s future obligations under this Section, at Tenant’s option. If Tenant has underpaid its obligations hereunder during the preceding twelve (12) months, Tenant shall immediately pay to Landlord the amount owing after the annual reconciliation. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and or improvements made to the Premises in connection with the Transfer, (ii) any free base rent and tenant credit, improvement allowances allowance or other economic concessions reasonably provided or paid by the Tenant to the 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 such Transferee)Transfer, (iii)any iii) any brokerage commissions paid by ▇▇▇▇▇▇ in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (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 also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of the amount of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent (using a Base Rent figure of $24.00 per rentable square foot) and Additional Rent payable by Tenant under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, and (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee brokerage commissions in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only iii) any costs to buy-out or takeover the extent the same is included in the calculation previous lease of total consideration payable by such a Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) reasonable legal fees and disbursements reasonably incurred in connection with the TransferTransfer including those fees and costs reimbursed to Landlord pursuant to the last sentence of Section 14.1, and (v) the amount of any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Lease, without interest) Base Rent and Additional Rent paid by Tenant for to Landlord with respect to the Subject Space during the period commencing on the later of (a) the date Tenant Improvements contracts with a reputable broker to market the Subject Space, and (b) the date Tenant vacates the Subject Space, until the date six months after the commencement of the period, and (vi) any other “out-of-pocket” monetary concessions reasonably provided in connection with the Transfer including, but not limited to, tenant improvement or decorating allowances (collectively, the “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, money and bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination Tenant covenants that any allocation of payments or other consideration payable or deliverable to Tenant in connection with any subletting of the amount Premises or assignment of Landlordthis Lease shall be made in good faith and not with a purpose to avoid Tenant’s applicable share obligation to pay fifty percent (50%) of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transferto Landlord.

Transfer Premium. If 14.3.1 With respect to any Transfer requiring Landlord’s consent, if Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty sixty percent (5060%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “Transfer Premium” shall mean means (i)(a) in the case of an assignment, any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee on account of such assignment, and (b) in the case of any other Transfer, all rent, additional rent or other consideration payable paid by the Transferee to the Transferor pursuant to such Transferee in connection with the Transfer in excess of the Rent base rent and Additional Rent additional rent payable by Tenant under this Lease such Transferor during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferredbasis, after deducting the reasonable third party expenses incurred by Tenant for minus (iii) any design brokerage commissions (not to exceed commissions typically paid in the market at the time of such subletting or assignment) and construction costs incurred on account of changes, alterations and improvements to the Premises reasonable attorneys’ fees paid by Transferor in connection with the Transfer, Transfer and reasonable costs of tenant improvements incorporated into the Premises and paid for by Tenant (iiwhether directly or by an allowance) any free base rent and tenant improvement allowances reasonably provided to the 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 up to, in the calculation case of total consideration payable by such Transfereetenant improvements, a maximum of Two Dollars and Fifty Cents ($2.50) per rentable square foot in the Contemplated Transfer Space) (“Recoverable Expenses”), (iii)any brokerage commissions . For purposes of calculating the Transfer Premium in connection with a sublease, the TransferRecoverable Expenses shall be deducted, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Leasean amortized basis, without interest) paid by Tenant for , over the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination term of the amount sublease. Payment of Landlord’s applicable share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made on a to Landlord as follows: (1) in the case of an assignment, the Transferor shall pay the portion of the Transfer Premium to Landlord within ten (10) days after the Transferor receives the consideration described in clause (i)(a) above; and (2) in the case of any other Transfer, concurrent with the Transferee’s monthly basis as payment of base rent, the Transferee shall pay directly to Landlord sixty percent (60%) of the amount by which the rent, additional rent or other consideration received from the Transferee for such month exceeds (x) the base rent and additional rent payable by the applicable Transferor for said month which is received allocable to the Contemplated Transfer Space, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Tenant under the TransferTransferor pursuant to Section 14.3.2 below.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium," as that term is defined in this Section 14.3, actually received by Tenant from such Transferee; provided, however, that Tenant shall not be required to pay to Landlord any Transfer Premium until such time as Tenant has recovered all applicable “Subleasing Costs,” as that term is defined in this Section 14.3, received by Tenant from such Transferee (other it being understood that if in any year the gross revenues, less the deductions set forth and included in Subleasing Costs, are less than any Permitted Partyand all costs actually paid in assigning or subletting the affected space (collectively "Transaction Costs"), the amount of the excess Transaction Costs shall be carried over to the next year and then deducted from net revenues with the procedure repeated until a Transfer Premium is achieved. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any iii) any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably any lease takeover incurred by Tenant in connection with the Transfer, and ; (v) out-of-pocket costs of advertising the space subject to the Transfer, (vi) any improvement allowance or other economic concessions paid by Tenant to the Transferee in connection with the Transfer; (vii) reasonable attorneys’ fees incurred by Tenant in connection with the Transfer; and (viii) the unamortized Excess amount (with amortization using an interest factor of 8% per year) of the amount expended by Tenant above and beyond the amount of the Tenant Improvement Allowance in connection with the Tenant Improvements located in the Subject Space (which amounts are reflected in the "Final Costs, " as defined in Exhibit 5 (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”Work Letter). “"Transfer Premium” " shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services 760812.06/WLA375983-00004/11-2-16/ejs/ejs 36 COLORADO CENTER[2400 Broadway][Kite Pharam, Inc.] 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 amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay Landlord an amount equal to Landlord fifty percent (50%) % of any “Transfer Premium,” as that term is Premium (defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Partybelow). 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 to Tenant pursuant to such Transferee in connection with agreement (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee) exceeds the Transfer in excess of the Rent and Additional Monthly Rent payable by Tenant under this Lease during hereunder with respect to the Contemplated Transfer Space for the term of such agreement; and (c) in the Transfer on case of a per rentable square foot basis if less than all Change of Control, any consideration (including payment for Leasehold Improvements) paid by the Premises is transferred, after deducting new controlling party(ies) to the reasonable third party expenses incurred by Tenant for (iprior controlling party(ies) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (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 also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount Payment of Landlord’s applicable share of the Transfer Premium shall be made (x) in the case of an assignment or a Change of Control, within 10 days after Tenant or the prior controlling party(ies), as the case may be, receive(s) the consideration described above, and (y) in the case of a sublease, license or other occupancy agreement, on the first day of each month during the term of such agreement, in the amount of 50% of the amount by which the rent and other consideration paid by the transferee to Tenant under such agreement for such month (less all reasonable and customary expenses directly incurred by Tenant on account of such agreement, including brokerage fees, legal fees, construction costs and Landlord’s review fee, as amortized on a monthly monthly, straight-line basis as rent or other consideration is received over the term of such agreement) exceeds the Monthly Rent payable by Tenant under hereunder with respect to the TransferContemplated Transfer Space for such month.

Transfer Premium. (a) If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant Landlord shall pay be entitled to Landlord receive, as Additional Rent hereunder, fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by Tenant Premium derived from such Transferee (other than any Permitted Party)Transfer. As used herein, the term “Transfer Premium” shall mean means (i) (A) in the case of an assignment, any consideration (including, without limitation, payment for leasehold improvements) paid by the assignee on account of such assignment, and (B) in the case of any other Transfer, all rent, additional rent or other consideration payable paid by the Transferee to the Transferor pursuant to such Transferee in connection with the Transfer in excess of the Rent base rent and Additional Rent additional rent payable by Tenant under this Lease such Transferor during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, minus (ii) any free base rent brokerage commissions (not to exceed commissions typically paid in the market at the time of such subletting or assignment) and tenant improvement allowances reasonably provided to the Transferee reasonable attorneys’ fees paid by Transferor 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 such Transfereecollectively, “Recoverable Expenses”), (iii)any brokerage commissions unless the deduction of such Recoverable Expenses is waived by Transferor pursuant to Section 17.6(b) below. For purposes of calculating the Transfer Premium in connection with a sublease, the TransferRecoverable Expenses shall be deducted, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (as determined on a straight line basis over the initial term of this Leasean amortized basis, without interest) paid by Tenant for , over the Tenant Improvements (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination term of the amount sublease. Payment of Landlord’s applicable share the portion of the Transfer Premium due Landlord hereunder shall be a joint and several obligation of Tenant and the Transferee, and shall be made to Landlord as follows; (1) in the case of an assignment, the Transferor shall pay the portion of the Transfer Premium due to Landlord within ten (10) days after the Transferor receives the consideration described in clause (i)(A) above; and (2) in the case of any other Transfer, on a monthly basis as the first day of each month during the term of the Transfer, the Transferee shall pay directly to Landlord fifty percent (50%) of the amount by which the rent, additional rent or other consideration due from the Transferee for such month exceeds (x) the base rent and additional rent payable by the applicable Transferor for said month which is received allocable to the Transfer Premises, plus (y) the amortized amount of Recoverable Expenses allocated to such month, unless such Recoverable Expenses are waived by Tenant under the TransferTransferor pursuant to Section 17.6(b). This Section 17.6 shall not apply to a Transfer to a Permitted Transferee.

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

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

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “"Transfer Premium,” " as that term is defined in this Section 14.3, received by Tenant from such Transferee (other than any Permitted Party)Transferee. “Transfer Premium” "TRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee Transferee, and (iii) any brokerage commissions 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 such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, and (v) any unamortized Excess Costs, as defined in Exhibit 5 (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”"TENANT'S SUBLEASING COSTS"). “"Transfer Premium” " shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The determination of the amount of Landlord’s 's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer and (ii) the Rent paid for the Subject Space by Tenant shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For IRVINE OAKS EXECUTIVE PARK [Kofax Image Products, Inc.] 42 purposes of calculating any such effective rent all such concessions shall be amortized on a straight-line basis over the relevant term.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee (other than any Permitted Party)Tenant. “Transfer Premium” shall mean (a) all rent, additional rent or other consideration payable by such Transferee in connection with the 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 if less than basis; (b) all of the Premises is transferred, after deducting the reasonable third party expenses incurred key money and bonus money paid by Tenant for (i) any design and construction costs incurred on account of changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer (provided that such free rent and tenant improvement allowances shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), (iii)any brokerage commissions in connection with the Transfer, (iv) legal fees and disbursements reasonably incurred in connection with the Transfer, ; and (vc) any unamortized Excess Costs, as defined in Exhibit 5 (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 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 or furniture rental rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred 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 the cost of any alterations made by Tenant as consideration for such Transfer; and (ii) 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 Transferee the value of Tenant’s leasehold interest hereunder. Such reductions and exclusions in clauses (i) and (ii) are referred to hereafter as (“Transfer Premium Reductions”). Tenant shall pay the Transfer Premium to Landlord within five (5) days following receipt by Tenant. Tenant shall furnish upon Landlord’s request a complete statement setting forth in detail the computation of any Transfer Premium. Within ninety (90) days following the date of the Transfer, Landlord shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer as necessary to confirm the calculation of the Transfer Premium. If the Transfer Premium shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, together with interest thereon at the Interest Rate and, if understated by more than five percent (5%), Landlord’s costs of such audit. Notwithstanding the foregoing, Tenant shall not be required to pay any Transfer Premium (a) in connection with any Permitted Transfer or Space Share, and (b) with respect to any sublease of all or any portion of the 5353 First Floor, the Transfer Premium shall not include any Transfer Premium for the sublease of the 5353 First Floor (and no Transfer Premium Reduction equitably attributable to the 5353 First Floor shall be applied to the Transfer Premium payable by Tenant in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer).