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. “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 amortized on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions in connection with the Transfer, and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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, 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 (including any Additional Tenant Improvement Allowance Payment) 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 such Transfer (which may include the Transferunamortized cost of the Tenant Improvements or Alterations to the extent paid for by Tenant directly rather than through the Additional TI Allowance), (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee brokerage commissions paid in connection with the Transfer amortized on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions in connection with the Transfer, and (iviii) reasonable legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”)such Transfer. “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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 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 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 brokerage commissions and tenant improvement allowances reasonably provided to the Transferee reasonable marketing costs paid in connection with the Transfer amortized on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions in connection with rent abatement granted to the TransferTransferee, and (iviii) reasonable legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”)such Transfer. “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, money and bonus money or other cash consideration paid by Transferee to Tenant for 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, where the payment in excess of fair market value was made for the purpose of circumventing the obligation of Tenant to pay Landlord any amount due as a Transfer Premium for rental payments related to the Premises . For clarity, the Transfer Premium shall exclude any consideration payable by Transferee (and/or payable to Tenant) generally related to the Transfer itself (e.g. merger consideration, consideration for sale of assets, stock transfer, investments, financings, etc.) and unrelated to the Transferee’s use of the Premises. 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, Premium received by Tenant from such Transferee. The term “Transfer Premium” shall mean all rent, additional rent or and other consideration payable by such the Transferee in connection with the Transfer in excess of the Base Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer Transfer, prorated on a per rentable square foot RSF basis if less than all of the Premises is transferred, after deducting the reasonable third party out-of-pocket 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 Base Rent or other economic concessions reasonably provided to the Transferee in connection with the Transfer amortized on a straight-line basis over the term of such TransferTransferee, and (iii) any brokerage commissions in connection with the Transfer, and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). The term “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other include all cash consideration paid by the Transferee to Tenant for such in connection with the Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or the Transferee, and any payment in excess of fair market value for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to the Transferee in connection with such Transfer. The determination of the amount of Landlord’s applicable share of the Transfer Premium shall be made on the property of and shall be paid to Landlord. The parties acknowledge that the provisions of this Section 14.3 are a monthly basis as rent material inducement for Landlord’s execution of this Lease and Tenant hereby represents and warrants that its sole purpose for entering into this Lease is to obtain possession of the Premises and not to generate revenue from the subleasing of any portion of the Premises or other consideration is received by Tenant under the Transferassigning of this Lease.

Transfer Premium. If Landlord consents to a TransferTransfer constituting an assignment of the Lease or a sublease to the Premises, 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. “"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, improvements or 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 or other reasonable economic considerations provided to the Transferee Transferee, (iii) brokerage commissions and marketing expenses paid in connection with the Transfer amortized on a straight-line basis over the term of such Transfer, (iiiiv) any brokerage commissions reasonable legal fees incurred in connection with the such Transfer, and (ivv) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”)any amounts payable to Landlord under Section 14.1 above. “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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. No Transfer Premium shall be payable in connection with 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 (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 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 Transferee, (iii) marketing costs associated with the Transfer amortized on a straight-line basis over the term of such Transfer, (iiiiv) reasonable attorneys' fees incurred in the documentation and negotiation of such Transfer and (v) any brokerage commissions in connection with the Transfer, and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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 For purposes of the amount of Landlord’s applicable share of the Transfer Premium calculating any such effective rent all such concessions shall be made 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. “"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 amortized on a straight-line basis over (provided that such free rent shall be deducted only to the term extent the same is included in the calculation of total consideration payable by such TransferTransferee), (iii) any brokerage commissions in connection with the Transfer, Transfer and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “"Tenant’s 's Subleasing Costs”"). “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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, Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire 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 (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 ▇▇▇▇-▇▇▇▇-▇▇▇▇.7371310.00016/10-2-23/gjn/gjn -29- [Britannia Oyster Point][Pliant Therapeutics] 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 amortized on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions in connection with the Transfer, and (iviii) reasonable legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”)such Transfer. “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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.

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. “"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 amortized on a straight-line basis over (provided that such free rent shall be deducted only to the term extent the same is included in the calculation of total consideration payable by such TransferTransferee), and (iii) any brokerage commissions in connection with the Transfer, Transfer and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “"Tenant’s 's Subleasing Costs”"). “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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, Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer. CROSSROADS 811068.04/WLA Office Lease 375985-00061/1-24-20/cb/ejs (21) [Healthequity, Inc.]

Transfer Premium. If Subject to Section 14.8 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. “The "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 amortized on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions in connection with the Transfer, and (iviii) legal fees reasonably incurred in connection with the Transfer (collectively, “"Tenant’s 's Subleasing Costs”"). “The Transfer Premium” Premium shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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 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 amount Transfer. The Transfer Premium shall be calculated for any period during which multiple sublease agreements are in effect (i.e., the term of Landlord’s applicable share such subleases have commenced) shall be determined as a total aggregate Transfer Premium for all such subleases. For the avoidance of doubt, the Transfer Premium shall be made on not apply to a monthly basis as rent or other consideration is received by Tenant under the Transfertransfer of this Lease to any Permitted Transferee.

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. “"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 (including any Additional Tenant Improvement Allowance Payment) 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 such Transfer (which may include the Transferunamortized cost of the Tenant Improvements to the extent paid for by Tenant directly rather than through the Additional TI Allowance), (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee brokerage commissions paid in connection with the Transfer amortized on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions in connection with the Transfer, and (iviii) reasonable legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”)such Transfer. “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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, the reduction in Base Rent in the first eight (8) months of the Lease Term under Section 4 of the Summary shall be disregarded when calculating the Transfer Premium during such period. 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.

Transfer Premium. If Landlord consents to any Transfer in the nature of a sublease or an assignment (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, Landlord shall have the right, but not the obligation, to require Tenant shall to 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 Transfereetime 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 of the Premises is transferredCosts (as hereinafter defined). As used herein, after deducting the reasonable third party expenses incurred by Tenant for “Transfer Costs” with respect to any Transfer shall mean: (ia) any design and construction allowances or other economic concessions (including free rent periods); (b) costs incurred on account of changes, alterations and improvements made to the Premises (including without limitation costs of dividing the Premises and creating common corridors); (c) reasonable brokerage commissions and reasonable legal fees; and (d) advertising and marketing costs. If part of the consideration for such Transfer shall be payable other than in connection with the Transfercash, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer amortized on a straight-line basis over the term Landlord’s share of such Transfer, (iii) any brokerage commissions in connection with the Transfer, and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other non-cash consideration paid by Transferee shall be in such form as is reasonably satisfactory to Tenant for such TransferLandlord and to Tenant. For the avoidance of doubt, 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 no Transfer Premium shall be made on a monthly basis as rent due or other consideration is received by Tenant under the payable with respect 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 (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 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 amortized on a straight-line basis over (provided that such free rent shall be deducted only to the term extent the same is included in the calculation of total consideration payable by such TransferTransferee), and (iii) any brokerage commissions in connection with the Transfer, Transfer and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant in consideration for 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 For purposes of the amount of Landlord’s applicable share of calculating the Transfer Premium shall be made on a monthly basis as rent or other consideration is received basis, Tenant’s Subleasing Costs shall be deemed to be expended by Tenant under in equal monthly amounts over the entire 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 one-half (50%1/2) of any “the "Transfer Premium,” as that term is defined in this Section 14.3" if any, received by Tenant from by reason of such TransfereeTransfer. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Tenant's Base Rent and Additional Rent payable by Tenant under this Lease during the term of the Transfer determined on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable third party expenses incurred and 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, including without limitation, any design costs and tenant improvement allowances, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer amortized on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions paid in connection with the Transfer, (iii) the amount of any Base Rent and (iv) legal fees reasonably incurred in connection Additional Rent paid by Tenant to Landlord with respect to the Subject Space during the term of the Transfer (collectively, “Tenant’s the "Subleasing Costs”"). “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, money and bonus money or other cash consideration paid by Transferee to Tenant for in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or in excess of fair market value 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, (i) Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire 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 (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 attributable to rent and 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 amortized on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions in connection with the Transfer, and (iviii) reasonable legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”)such Transfer. “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for solely in connection with such TransferTransfer which consideration is made in connection with this Lease (as opposed to other portions of Tenant’s business such as consideration paid to acquire Tenant’s business assets including personal property, goodwill, intellectual property, general intangibles, etc. so long as such allocation is not intended as a subterfuge to Tenant’s obligation to pay the Transfer Premium related to Tenant’s interest in this 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. 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.

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. “"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, . The Transfer Premium shall be calculated after first 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 or other economic concessions reasonably provided to the Transferee in connection with the Transfer amortized on a straight-line basis over the term of such TransferTransferee, and (iii) any brokerage commissions in connection with the Transfer, and (iv) or legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Transfer Costs”). “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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 Tenant shall first recoup all Transfer Costs from the amount of Landlord’s applicable share of the Transferee before any Transfer Premium must be paid to Landlord. Notwithstanding anything set forth herein to the contrary, in no event shall Tenant be made on required to pay a monthly basis as rent or other consideration is received by Tenant under the TransferTransfer Premium in connection with a Transfer pursuant to Section 14.8 of this Lease, 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 one hundred percent (50100%) 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 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 amortized on a straight-line basis over (provided that such free rent shall be deducted only to the term extent the same is included in the calculation of total consideration payable by such TransferTransferee), and (iii) any brokerage commissions in connection with the Transfer, Transfer and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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 Landlord shall make a 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 paid by Transferee to Tenant under the Transfer.. For purposes of calculating the Transfer Premium on a monthly basis, ▇▇▇▇▇▇’s Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer. -33- [Matternet, 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 (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 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 amortized on a straight-line basis over (provided that such free rent and tenant improvement allowances shall be deducted only to the term extent the same is included in the calculation of total consideration payable by such TransferTransferee), (iii) any brokerage commissions in connection with the Transfer, and (iv) legal fees and disbursements reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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 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 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 amortized on a straight-line basis over (provided that such free rent shall be deducted only to the term extent the same is included in the calculation of total consideration payable by such TransferTransferee), and (iii) any brokerage commissions in connection with the Transfer, Transfer and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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 Landlord shall make a 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 paid by Transferee to 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.

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. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Base Monthly 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 amortized on a straight-line basis over (provided that such free rent shall be deducted only to the term extent the same is included in the calculation of total consideration payable by such TransferTransferee), and (iii) any brokerage commissions in connection with the Transfer, Transfer and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “"Tenant’s 's Subleasing Costs”"). “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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 Landlord 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, Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire 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 (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 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 brokerage commissions and tenant improvement allowances reasonably provided to the Transferee reasonable marketing costs paid in connection with the Transfer amortized on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions in connection with rent abatement granted to the TransferTransferee, and (iviii) reasonable legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”)such Transfer. “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, money and bonus money or other cash consideration paid by Transferee to Tenant for 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, where the payment in excess of fair market value was made for the purpose of circumventing the obligation of Tenant to pay Landlord any amount due as a Transfer Premium for rental payments related to the Premises . For clarity, the Transfer Premium shall exclude any consideration payable by Transferee (and/or payable to Tenant) generally related to the Transfer itself (e.g. merger consideration, consideration for sale of assets, stock transfer, investments, financings, etc.) and unrelated to the Transferee’s use of the Premises. 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.

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. “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 all expenses incurred by Tenant for (i) in making 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 amortized on a straight-line basis over the term of such TransferTransferee, and (iii) any brokerage commissions in connection with the Transfer, and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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 Except as otherwise provided in Sections 14.4 and 14.5 above, 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 14.314.6, 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 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 amortized on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions in connection with the Transfer, (iii) the unamortized cost of all Alterations and any Tenant Improvements paid for by Tenant from Tenant's own funds and not initially funded by Landlord or paid for by Landlord out of any tenant improvement allowances, and (iv) reasonable legal fees reasonably incurred by Tenant in connection with negotiating the Transfer and obtaining Landlord's consent thereto and in collecting any sums due from the Transferee (collectively, “Tenant’s the "Subleasing Costs”"). “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, money and bonus money or other cash consideration paid by Transferee to Tenant for 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. 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, received by Tenant from such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable attributable to the Premises paid 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 amortized on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions in connection with the TransferTransfer (not to exceed commissions typically paid in the market at the time of such subletting or assignment), and (iviii) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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 Landlord shall make a 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 paid by Transferee to Tenant under the Transfer. For purposes of calculating the Transfer Premium on a monthly basis, the cost of any changes, alterations and improvements to the Premises in connection with the Transfer shall be deemed to be expended by Tenant in equal monthly amounts over the entire 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 (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 (including any tenant improvement allowances granted in connection with the Transfer), (ii) any free base rent or other economic concessions reasonably provided to the Transferee, (iii) any brokerage commissions in connection with the Transfer, (iv) other reasonable costs incurred by Tenant relating to the Transfer, and (v) reasonable attorneys' fees incurred 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 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 amortized on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions in connection with the Transfer, and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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.

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. “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 first 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 Premises, or allowances in lieu thereof, in connection with the Transfer, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer amortized on a straight-line basis over (provided that such free rent shall be deducted only to the term extent the same is included in the calculation of total consideration payable by such TransferTransferee), and (iii) any brokerage commissions in connection with the Transfer, Transfer and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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 Landlord shall make a 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 paid by Transferee to 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.

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. “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 in connection with the Transfer amortized on a straight-line basis over the term of such TransferTransferee, and (iii) any brokerage commissions and reasonable attorneys' fees in connection with the Transfer, and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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), the Rent paid during each annual period for the Subject Space 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. “"Transfer Premium” " shall mean all rent, additional rent or other consideration payable (and actually paid) 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 or other economic concessions reasonably provided to the Transferee in connection with the Transfer amortized on a straight-line basis over the term of such TransferTransferee, (iii) any brokerage commissions in connection with the Transfer, and (iv) any reasonably incurred legal fees reasonably incurred in connection with the Transfer (collectively, “"Tenant’s 's Subleasing Costs”"). “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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 For purposes of the amount of Landlord’s applicable share of calculating the Transfer Premium shall be made on a monthly basis as rent or other consideration is received basis, Tenant's Subleasing Costs shall be deemed to be expended by Tenant under in equal monthly amounts over the entire 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 (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 first 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 Subject Space in connection with the Transfer (including architectural fees), (ii) brokerage commissions paid in connection with such Transfer, (iii) any reasonable legal fees incurred in connection with the Transfer, (iiiv) any fee paid to Landlord in connection with Landlord's review and consent to the Transfer; and (v) any free base rent and rent, tenant improvement allowances reasonably allowance or other inducements provided to the Transferee in connection with the Transfer amortized on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions by Tenant in connection with the Transfer, and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”). “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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. No Transfer Premium shall be due in connection with any transfer of this Lease to a Permitted Transferee (as that term is defined 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, 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 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 amortized on a straight-line basis over (provided that such free rent shall be deducted only to the term extent the same is included in the calculation of total consideration payable by such TransferTransferee), and (iii) any brokerage commissions in connection with the Transfer, Transfer and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “"Tenant’s 's Subleasing Costs”"). “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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 Landlord 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, Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire 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 (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 third party expenses incurred by Tenant for (i) any design and construction costs incurred on account of changes, alterations and alterations, or improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances or other economic concessions reasonably provided to the Transferee in connection with the Transfer amortized on a straight-line basis over the term of such TransferTransferee, (iii) any reasonable legal fees and brokerage commissions incurred by Tenant in connection with the Transfer, and (iv) legal fees reasonably incurred in connection with the Transfer any amounts payable to Landlord under Section 14.1 above (collectively, the “Tenant’s Subleasing Transfer Costs”). The “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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. No Transfer Premium shall be payable in connection with 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 forty percent (5040%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received Premium derived by Tenant from such TransfereeTransfer. “"Transfer Premium” " shall mean all rentBase Rent, additional rent Rent or other consideration payable paid by such Transferee which is attributable or otherwise comparable to, or in connection with lieu of, rent for leasing of the Transfer Premises that is in excess of the Rent and Additional Rent payable by Tenant under this Lease on a monthly basis during the term Term (prorated based on the gross leasable areas of the Transfer on a per rentable square foot basis subject space if less than all of the Premises is transferredTransferred), 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 made specifically for the TransferTransferee, (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee in connection with the Transfer amortized legal fees imposed on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions Tenant in connection with the Transfer, and (iv) legal fees reasonably incurred any customary brokerage commissions paid in connection with the Transfer. If part of the consideration for such Transfer (collectivelyshall be payable other than in cash, “Tenant’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, any lump sum payment, key money, bonus money or other Landlord's share of such non-cash consideration shall be in such form as is reasonably satisfactory to Landlord. The percentage of the Transfer premium due Landlord hereunder shall be paid by Transferee within ten (10) days after Tenant receives any Transfer Premium from Transferee. If the parties are unable to Tenant for such Transfer, and any payment in excess agree upon the amount of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee the Transfer Premium because of a Transfer which is made in connection with such Transfer. The determination of a corporate change referred to in Section 23.4 above 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 the amount by which the FMRV of the Premises exceeds the then-current Rent payable by Tenant under this Lease, with the TransferFMRV being determined in the manner set forth in Section 6.3(c)-(e) above, except that the period for appointing brokers referred to in Section 6.3(c) shall be within twenty (20) days after the date of Landlord's receipt of the Transfer Notice. Notwithstanding the provisions of this Section 23.7, a merger, consolidation or other reorganization of Tenant in which Tenant is the surviving corporation shall not trigger any payment of a Transfer Premium.

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. “"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 (i) any design and construction costs incurred on account of changes, alterations and alterations, or improvements to the Premises in connection with the Transfer, (ii) any free base rent and tenant improvement allowances or other economic concessions reasonably provided to the Transferee in connection with the Transfer amortized on a straight-line basis over the term of such TransferTransferee, (iii) any reasonable legal fees and brokerage commissions incurred by Tenant in connection with the Transfer, and (iv) legal fees reasonably incurred in connection with the Transfer any amounts payable to Landlord under Section 14.1 above (collectively, the “Tenant’s Subleasing Transfer Costs”). “The "Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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. No Transfer Premium shall be payable in connection with 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 (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 (including any Additional Tenant Improvement Allowance Payment) 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 such Transfer (which may include the Transferunamortized cost of the Tenant Improvements to the extent paid for by Tenant directly rather than through the Additional TI Allowance), (ii) any free base rent and tenant improvement allowances reasonably provided to the Transferee brokerage commissions paid in connection with the Transfer amortized on a straight-line basis over the term of such Transfer, (iii) any brokerage commissions in connection with the Transfer, and (iviii) reasonable legal fees reasonably incurred in connection with the Transfer (collectively, “Tenant’s Subleasing Costs”)such Transfer. “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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, the reduction in Base Rent in the first six (6) months of the Lease Term under Section 4 of the Summary shall be disregarded when calculating the Transfer Premium during such period. 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.

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 seventy-five percent (5075%) 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 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 amortized on a straight-line basis over (provided that such free rent shall be deducted only to the term extent the same is included in the calculation of total consideration payable by such TransferTransferee), and (iii) any brokerage commissions in connection with the Transfer, Transfer and (iv) legal fees reasonably incurred in connection with the Transfer (collectively, “"Tenant’s 's Subleasing Costs”"). “"Transfer Premium” " shall also include, but not be limited to, any lump sum payment, key money, bonus money or other cash consideration paid by Transferee to Tenant for 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 Landlord 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, Tenant's Subleasing Costs shall be deemed to be expended by Tenant in equal monthly amounts over the entire term of the Transfer.