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 [***] percent of ([***]%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs"). "Transfer Premium" shall also Include, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer, Transfer as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord [***] fifty percent of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, transferred after deducting the actual, documented and reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only and/or any tenant improvement allowance provided by Tenant to the extent approved by Landlord)Transferee in connection with the Transfer, and (ii) any reasonable brokerage commissions in connection with the Transfer Transfer, (collectivelyiii) reasonable attorney's fees and advertising expenses in connection with the Transfer, and (iv) any free rent provided by Tenant to the "Subleasing Costs")Transferee in connection with the Transfer. "Transfer Premium" shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

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 of ([***]50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable free base rent or other economic concessions reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs")Transfer. "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and 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.

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 of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, rent and additional rent or other consideration payable by such Transferee in 908728.01/SD 374622.00146/4-30-21/MLT/bp ActiveUS 186012966v.2 excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the all reasonable expenses incurred by Tenant for Tenant, including, without limitation, (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord), and (ii) any reasonable legal costs, advertising costs, or brokerage commissions in connection with the Transfer (collectively, the "“Subleasing Costs"”). "Transfer Premium" Premium shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transferfor the Transfer of the Lease, 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. Notwithstanding the foregoing and for the avoidance of doubt, there shall be no Transfer Premium in connection with any of the transactions contemplated in Section 14.7.

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 of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer including the unamortized cost of the initial Tenant Improvements paid for by Tenant from Tenant’s own funds (but only to the extent approved by Landlord)) including architectural and engineering fees, and (ii) any reasonable legal costs, advertising costs, or brokerage commissions and attorneys’ fees in connection with the Transfer (collectively, the "“Subleasing Costs"”). "Transfer Premium" Premium shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Notwithstanding the foregoing and for the avoidance of doubt, there shall be no Transfer Premium in connection with any of the transactions contemplated in Section 14.6.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord [***] percent of ([***]%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean seventy-five percent (75%) of all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs"). "Transfer Premium" shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

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 of ([***]50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions in connection with the Transfer (collectively, the "“Subleasing Costs"”). "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

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 of ([***]50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable paid by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable 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 expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable free base rent or other economic concessions reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer Transfer, and (collectively, the "Subleasing Costs")iv) legal fees and costs. "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and 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. This Section 14.3 shall not apply to a Transfer to a Permitted Transferee pursuant to Section 14.8 below.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord [***] (if and when actually received by Tenant) fifty percent of ([***]50%) of any "‘‘Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease Lease, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable brokerage commissions or reasonable attorneys’ fees incurred in connection with the Transfer, or (iii) any free base rent reasonably provided to the Transferee in connection with the Transfer (collectively, provided that such free rent shall be deducted only to the "Subleasing Costs"extent the same is included in the calculation of total consideration payable by such Transferee). "‘‘Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the calculations of the Rent (as it relates to the Transfer Premium calculated under this Section 14.3), Tenant shall be entitled to fully recover all transfer costs actually incurred by Tenant prior to the payment of any Transfer Premium to Landlord.

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 of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable free base rent or other economic concessions reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs")Transfer. "Transfer Premium" shall also Includeinclude, but not be limited to, key money and 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.

Transfer Premium. If Landlord consents to a TransferTransfer (not including ---------------- any Collocation Agreement pursuant to Section 14.6 below), as a condition ------------ thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord [***] fifty percent of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer ------------ Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer Transfer, (collectively, the "Subleasing Costs")iv) any reasonable attorneys fees incurred by Tenant in conjunction with documenting such Transfer. "Transfer Premium" shall also Includeinclude, but not be limited to, key money and 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.

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 of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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, . The Transfer Premium shall be calculated after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable free base rent or other economic concessions (including use of furniture, fixtures and equipment) reasonably provided to the Transferee, (iii) any brokerage commissions and reasonable legal fees and other professional fees incurred by Tenant in connection with the Transfer Transfer, and (iv) any amounts payable to Landlord under Section 14.1 above (collectively, the "Subleasing Transfer Costs"). Tenant shall first recoup all Transfer Costs from the Transferee before any Transfer Premium must be paid to Landlord. "Transfer Premium" shall also Includeinclude, but not be limited to, key money and 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.

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 of ([***]50%) of any the "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs"). "Transfer Premium" shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Except as provided in Section 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 [***] one hundred percent of ([***]100%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer, and/or any commercially reasonable 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 (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions in connection with the Transfer (collectively, the "“Subleasing Costs"”). "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition ---------------- thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord [***] percent of ([***]%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs"). "Transfer Premium" shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord [***] fifty percent of ([***]50%) of any "“Transfer Premium," ”, as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations Alterations and improvements to the Premises incurred in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable brokerage commissions incurred in connection with the Transfer Transfer, (collectivelyiii) any reasonable advertising costs incurred in connection with the Transfer, and (iv) reasonable legal fees incurred in connection with the "Subleasing Costs")Transfer. "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. For the avoidance of doubt, the terms of this Section 14.3 shall not apply to a transaction undertaken pursuant to Section 14.7.

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 of ([***]50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable out-of-pocket concessions reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs")Transfer. "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and 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.

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 of ([***]50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs")Transfer. "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

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 of ([***]50%) of any "Transfer Premium," (as that term is defined in this Section 14.3, hereinafter defined) received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease Lease, on a per rentable square foot of Rentable Area basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only or contributions to the extent approved by Landlord), cost thereof and (ii) any brokerage commissions, reasonable brokerage commissions attorneys' fees and reasonable advertising and marketing costs reasonably incurred by Tenant in connection with the Transfer (collectively, the "Subleasing Costs")Transfer. "Transfer Premium" shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixturesfixture, inventory, equipment, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Except as otherwise provided in Section 10.6 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 of ([***]50%) of any "the Transfer Premium," as that term is defined in this Section 14.3, Premium received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or rent, parking charges and other consideration payable by received from such Transferee in excess of the Rent Rent, Additional Rent, parking charges and Additional Rent other consideration payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the actual, reasonable and documented expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements made to the Premises Premises, and/or any tenant improvement allowance provided by Tenant to the Transferee, in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable brokerage commissions and advertising expenses in connection with the Transfer, and (iii) reasonable legal fees incurred by T▇▇▇▇▇ in negotiating the Transfer (collectively, the "Subleasing Costs")and obtaining Landlord’s consent thereto. "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to the Transferee in connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord [***] Landlord, other than in connection with a Permitted Transfer, fifty percent of ([***]50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferredbasis, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable brokerage commissions in connection with the Transfer and (iii) any reasonable attorneys’ fees incurred to document such Transfer (collectively, the "“Subleasing Costs"”). "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee solely in connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord [***] seventy-five percent of ([***]75%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable attorneys' fees and brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs")Transfer. "Transfer Premium" shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Notwithstanding the foregoing, no Transfer Premium shall be due in connection with any Transfer to an Affiliate pursuant to Section 14.7 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 [***] percent of ([***]%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease Lease, on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable brokerage commissions and legal fees in connection with the Transfer (collectively, the "Subleasing CostsSUBLEASING COSTS"). "Transfer Premium" shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Landlord consents to a Transferproposed transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord [***] fifty percent of ([***]50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee 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); provided, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changeshowever, alterations and improvements to the Premises in connection with the such Transfer (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs"). "Transfer Premium" Premium shall also Includeinclude, but not be limited to, key money and money, bonus money or other cash consideration paid by Transferee transferee to Tenant in connection with such Transfertransfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee transferee in connection with such Transfer, and shall be reduced dollar for dollar (on a straight-line amortized basis over the term of the applicable sublease or the remaining Lease Term other than with respect to a sublease) by any reasonable, out-of-pocket expenses incurred by Tenant in connection with such Transfer. No Transfer Premium shall apply for any transaction not requiring Landlord consent under this Article 14.

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 of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable free base rent reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer Transfer, and (collectively, iv) legal fees reasonably incurred in connection with the "Subleasing Costs")Transfer. "Transfer Premium" shall also Includeinclude, but not be limited to, key money and money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such TransferTransfer which is consideration for the use of the Premises, 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.

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 of ([***]50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease (on a per rentable square foot basis if less than all of the Premises is transferred), after deducting the reasonable expenses (collectively, the “Reasonable Transfer Costs”) incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)third party legal fees, and (ii) any reasonable brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs")Transfer. "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. In the case of a Transfer other than an assignment of Tenant’s entire interest in the Lease and Premises, Reasonable Transfer Costs shall be amortized on a straight line basis, without interest, over the initial term of 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 of ([***]50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease (on a per rentable square foot basis if less than all of the Premises is transferred), after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions and legal fees not to exceed $3,000.00 in the aggregate in connection with the Transfer (collectively, the "Subleasing Costs")Transfer. "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

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 of ([***]50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee, after deducting the reasonable expenses incurred by Tenant for (i) any changes, alterations and improvements to the Premises in connection with the Transfer, (ii) any commercially reasonable brokerage commissions in connection with the Transfer, (iii) reasonable legal fees in connection with the Transfer, and (iv) reasonable out-of-pocket costs of advertising the Subject Space related to 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 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 expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs"). "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and 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.

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 of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, when and as received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions and legal fees incurred in connection with the Transfer (collectively, the "Subleasing Costs"). "Transfer Premium" shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

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 of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable brokerage commissions in connection with the Transfer, and (iii) any reasonable legal fees and advertising costs incurred by Tenant in connection with the Transfer (collectively, the "Subleasing CostsSUBLEASING COSTS"). "Transfer Premium" shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any -26- 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.

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 of ([***]50%) of any "Transfer Premium," ", as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions in connection with the Transfer, and (iii) any commercially reasonable free rent or other economic incentive granted by Tenant in connection with the Transfer (collectively, the "Subleasing Costs"). "Transfer Premium" shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto thereto, which the parties hereby agree is reasonable, Tenant shall pay to Landlord [***] seventy-five percent of ([***]75%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such `Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs")Transfer. "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

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 of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable free base rent reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs")Transfer. "Transfer Premium" shall also Includeinclude, but not be limited to, key money and 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 of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions and legal fees in connection with the Transfer (collectively, the "Subleasing Costs")Transfer. "Transfer Premium" shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. This Section 14.3 shall not apply to any Permitted 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 of ([***]50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable free base rent or other economic concessions reasonably provided to the Transferee, and (iii) any brokerage commissions in connection with the Transfer (collectively, the "Subleasing Costs")Transfer. "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such TransferTransfer (excluding any bona-fide consideration payable to Tenant in connection with Tenant’s sale of its business separate and apart from its leasehold interest documented herein), 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.

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 of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable free base rent or other economic concessions reasonably provided to the Transferee, and (iii) any brokerage commissions and reasonable attorneys' fees in connection with the Transfer (collectively, the "Subleasing Costs")Transfer. "Transfer Premium" shall also Includeinclude, but not be limited to, key money and 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 provisions of this Section 14.3 shall not apply to 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 to Landlord [***] fifty percent of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer PremiumTRANSFER PREMIUM" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (ii) any reasonable brokerage commissions in connection with the Transfer, and (iii) any reasonable legal fees and advertising costs incurred by Tenant in connection with the Transfer (collectively, the "Subleasing CostsSUBLEASING COSTS"). "Transfer Premium" shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

Transfer Premium. If Landlord consents to a Transferproposed transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord [***] fifty percent of ([***]50%) of any "“Transfer Premium," ” as that term is defined in this Section 14.3, received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee 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 on a monthly amortized basis over the term of the applicable Transfer the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions commissions, and attorneys’ fees in connection with the Transfer; provided, however, such Transfer (collectively, the "Subleasing Costs"). "Transfer Premium" Premium shall also Includeinclude, but not be limited to, key money and money, bonus money or other cash consideration paid by Transferee transferee to Tenant in connection with such Transfertransfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee transferee in connection with such Transfer.

Transfer Premium. If Except as provided in Section 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 of ([***]50%) of any "Transfer Premium," Premium (as that term is defined in this Section 14.3, below) received by Tenant from such Transferee. "“Transfer Premium" ” shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord), and (ii) any reasonable brokerage commissions in connection with the Transfer Transfer, and (collectively, iii) any reasonable attorneys’ fees in connection with the "Subleasing Costs")Transfer. "“Transfer Premium" ” shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer.

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 of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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, transferred after first deducting the reasonable out of pocket expenses incurred by Tenant for (i) any reasonable changesbrokerage commissions or legal fees in connection with the Transfer, alterations and (ii) any improvements to the Premises in connection with the Transfer (but only to the extent approved by Landlord)Transfer, and (iiiii) any reasonable brokerage commissions market monetary allowances reasonably provided to the Transferee in connection with order to procure the particular Transfer (collectively, the "Subleasing Tenant Transfer Costs"). "Transfer Premium" shall also Includeinclude, but not be limited to, key money and 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.. {3925-00031/01363433;7} -36- SHORES CENTERSoleno Therapeutics, Inc.

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 of ([***]50%) of any "Transfer Premium," (as that term is defined in this Section 14.3, hereinafter defined) received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in excess of the Rent and Additional Rent payable by Tenant under this Lease Lease, on a per rentable square foot of Rentable Area basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by Tenant for (i) any reasonable changes, alterations and improvements to the Premises in connection with the Transfer (but only or contributions to the extent approved by Landlord)cost thereof, and (ii) any brokerage commissions, reasonable brokerage commissions attorneys' fees and reasonable advertising and marketing costs reasonably incurred by Tenant in connection with the Transfer and (collectively, the "Subleasing Costs")iii) any other commercially reasonable monetary concessions such as improvement allowances. "Transfer Premium" shall also Includeinclude, but not be limited to, key money and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixturesfixture, inventory, equipment, equipment or furniture transferred by Tenant to Transferee in connection with such Transfer. This Section 13.4 shall not apply to any Permitted 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 of ([***]50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the 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 expenses incurred by Tenant for deduction of (i) any reasonable changes, alterations and costs of improvements made to the Premises Subject Space in connection with the Transfer such Transfer, (but only to the extent approved by Landlord)ii) brokerage commissions paid in connection with such Transfer, (iii) reasonable legal fees incurred in connection with such Transfer, and (iiiv) any reasonable brokerage commissions in connection with other concessions provided to the Transfer (collectively, the "Subleasing Costs")transferee. "Transfer Premium" shall also Includeinclude, but not be limited to, key money and 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.