Common use of Tenant Improvement Allowance Clause in Contracts

Tenant Improvement Allowance. Prior to the Commencement Date and during Tenant’s continuing occupancy of the Premises, Landlord shall supervise the design, construction and installation of certain additional improvements in the Premises (the “Tenant Improvements”) in accordance with the Plans (as hereinafter defined) and the following terms and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part of the Allowance (as hereinafter defined)), prepare the plans for the design, construction and installation of the Tenant Improvements (the “Plans”) which shall be subject to Landlord’s prior written approval, such approval not to be unreasonably withheld, and said engineer and contractor shall construct such Tenant Improvements in accordance with the Plans. The final Plans, as reviewed and approved by Landlord and Tenant, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars ($4.50) per rentable square foot of the Premises (the “Allowance”) toward only the following costs: (i) any cost of installing the Tenant Improvements on an “as completed” basis which is performed in accordance with the Plans and related to the work to be done for the purpose of preparing the Premises for Tenant’s occupancy and use, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee equal to four percent (4.0%) of the total cost of constructing the Tenant Improvements to be paid to Landlord, which total cost of constructing Tenant Improvements shall not include the design costs for architectural, mechanical, plumbing and electrical design; provided, however, Tenant may elect to use a portion of the Allowance for costs associated with Tenant’s telephone and data cable lines installed in the Premises to which a construction management fee shall not be applied. In the event that either prior to the commencement of the installation of the Tenant Improvements or at any time during or following the installation of the Tenant Improvements, the cost of the Tenant Improvements exceeds the Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Tenant Improvements so that the cost exceeds the Allowance, then Tenant shall be responsible for promptly paying such increased costs within thirty (30) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the Tenant Improvements shall be agreed to in advance by Landlord and Tenant. In no event shall Landlord have any obligation to disburse any portion of the Allowance after the one year anniversary of the Commencement Date. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance (not to exceed Eighteen Thousand Five Hundred Fifteen and 63/100 Dollars ($18,515.63)) to one (1) monthly installment of Minimum Rental coming due hereunder at any time prior to November 30, 2007. Any savings or unused portion of the Allowance after the Tenant Improvements are completed and after the application of one (1) months Minimum Rental (as hereinabove provided) shall be retained by Landlord.

Tenant Improvement Allowance. Prior Landlord has agreed to contribute a one-time tenant improvement allowance for the cost of preparing the T.I. Plans and Specifications related to Tenant Improvements and toward the cost of constructing the Tenant Improvements, (including, but not limited to, any necessary permits and approvals, and any necessary demolition work but excluding any costs of furniture, trade fixtures, equipment or personal property and/or any non-Building Standard improvements, all of which shall be Tenant’s sole responsibility) in an amount up to but not exceeding Sixty-One and 06/100 Dollars ($61.06) per square foot of the Expansion Space (“Tenant Improvement Allowance”). The Tenant Improvement Allowance is based on the square feet of the Expansion Space, and the calculation of square feet for the Expansion Space shall be as determined by Landlord (but subject to Section 6 of the Second Amendment). Notwithstanding any provisions of the Lease or this Work Letter to the Commencement Date contrary, Tenant shall be solely responsible for, and during Tenant’s continuing occupancy of shall pay upon billing therefor, any and all costs and expenses relating in any way to the PremisesTenant Improvements (including, Landlord shall supervise but not limited to, the design, permitting and construction and installation of certain additional improvements in the Premises (the “Tenant Improvements”thereof) in accordance excess of the Tenant Improvement Allowance with respect to the work of construction of the Tenant Improvements by Landlord’s Contractor (“Excess Costs”). The total of all costs to be incurred by Landlord in connection with the Plans (as hereinafter defined) design and the following terms and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part of the Allowance (as hereinafter defined)), prepare the plans for the design, construction and installation of the Tenant Improvements (including, without limitation, the “Plans”) which shall be subject costs to Landlord’s prior written approval, such approval not to be unreasonably withheld, and said engineer and contractor shall construct such Tenant Improvements in accordance with prepare the Plans. The final Plans, as reviewed and approved by Landlord and Tenant, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars ($4.50) per rentable square foot of the Premises (the “Allowance”) toward only the following costs: (i) any cost of installing the Tenant Improvements on an “as completed” basis which is performed in accordance with the T.I. Plans and related specifications, the obtainment of permits and completion of other pre-construction work relating to the work to be done for the purpose of preparing the Premises for Tenant’s occupancy and use, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee equal to four percent (4.0%) of the total cost of constructing the Tenant Improvements to be paid to Landlord, which total cost of constructing Tenant Improvements shall not include the design costs for architectural, mechanical, plumbing and electrical design; provided, however, Tenant may elect to use a portion of the Allowance for costs associated with Tenant’s telephone and data cable lines installed in the Premises to which a construction management fee shall not be applied. In the event that either prior to the commencement of the installation of the Tenant Improvements or at any time during or following the installation of the Tenant Improvements, the cost of the Tenant Improvements exceeds the Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Tenant Improvements so that the cost exceeds the Allowance, then Tenant shall be responsible for promptly paying such increased costs within thirty (30) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the Tenant Improvements shall be agreed to in advance by Landlord and Tenant. In no event shall Landlord have any obligation to disburse any portion of the Allowance after the one year anniversary of the Commencement Date. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance (not to exceed Eighteen Thousand Five Hundred Fifteen and 63/100 Dollars ($18,515.63)) to one (1) monthly installment of Minimum Rental coming due hereunder at any time prior to November 30, 2007. Any savings or unused portion of the Allowance after the Tenant Improvements are completed and after the application of one (1) months Minimum Rental (as hereinabove provided) shall be retained by referred to as “Landlord Costs” and Landlord’s contribution toward Landlord’s Costs shall be limited to the Tenant Improvement Allowance.

Tenant Improvement Allowance. Prior to the Commencement Date and during Tenant’s continuing occupancy of the Premises, Landlord shall supervise the design, construction and installation of certain additional improvements in the Premises (the “Tenant Improvements”) in accordance with the Plans (as hereinafter defined) and the following terms and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part of the Allowance (as hereinafter defined)), prepare the plans for the design, construction and installation of the Tenant Improvements (the “Plans”) which shall be subject granted an allowance for tenant improvements, up to Landlord’s prior written approval, such approval not to be unreasonably withheld, and said engineer and contractor shall construct such Tenant Improvements in accordance with the Plans. The final Plans, as reviewed and approved by Landlord and Tenant, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars twenty dollars ($4.5020.00) per rentable square foot ("Tenant Improvement Allowance") for the purposes of the Premises (the “Allowance”) toward only the following costs: (i) any cost of installing the Tenant Improvements on an “as completed” basis which is performed in accordance with the Plans and related improvements to the work to be done for the purpose of preparing the Premises for Tenant’s occupancy Leased Premises, demolition costs incurred, voice and usedata cabling, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a property manager construction management fee equal to four percent (4.0%) fees and, including exterior signage provided it is in conformity with paragraph 33 of the total cost this Lease, but excluding rent, computers, office equipment, furniture and other items of constructing the Tenant Improvements to be paid to Landlord, which total cost of constructing Tenant Improvements shall not include the design costs for architectural, mechanical, plumbing like nature and electrical design; provided, however, Tenant may elect to use a portion of the Allowance for costs associated with Tenant’s telephone and data cable lines installed in the Premises to which a characterization. The property manager construction management fee shall be not greater than five percent (5%) on the first $500,000 of work, and two percent (2%) on the remainder. To the extent Tenant utilizes less than $20.00 per square foot for the actual cost of tenant improvements, the remainder shall be appliedheld in abeyance and may be utilized by Tenant for future improvements subject to the provisions of this paragraph. In Landlord shall provide Tenant with a Construction Contract and drawings detailing the event that either extent, scope and cost for the tenant improvements and all costs in excess of the Tenant Improvement Allowance, shall be submitted in U.S. funds to Landlord prior to the commencement of any work. In addition, the installation Tenant shall be liable for all cost overruns and change orders, which shall be paid on a current and on-going basis. Tenant acknowledges and agrees that Landlord's obligation to pay the Tenant Improvement Allowance shall not accrue and become due unless and until all costs in excess of the Tenant Improvements or at any time during or following Improvement Allowance have been paid by Tenant. Landlord shall obtain bids from three (3) general contractors and the installation selection of the Tenant Improvements, the cost of the Tenant Improvements exceeds the Allowance or Tenant requests any change contractor will be subject to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Tenant Improvements so that the cost exceeds the Allowance, then Tenant shall be responsible for promptly paying such increased costs within thirty (30) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the Tenant Improvements shall be agreed to in advance final review by Landlord and Tenant. In no event shall Landlord have any obligation See Rider to disburse any portion of the Allowance after the one year anniversary of the Commencement Date. Notwithstanding the foregoingOffice Lease Agreement, Tenant shall have the right to apply any unused portion of the Allowance (not to exceed Eighteen Thousand Five Hundred Fifteen which is attached hereto and 63/100 Dollars ($18,515.63)) to one (1) monthly installment of Minimum Rental coming due hereunder at any time prior to November 30, 2007. Any savings or unused portion of the Allowance after the Tenant Improvements are completed and after the application of one (1) months Minimum Rental (as hereinabove provided) shall be retained by Landlordmade apart hereof.

Tenant Improvement Allowance. Prior Subject to the Commencement Date and during Tenant’s continuing occupancy of the Premisesany restrictions, Landlord shall supervise the design, construction and installation of certain additional improvements conditions or limitations expressly set forth in this Tenant Work Letter or in the Premises (the “Tenant Improvements”) in accordance with the Plans (Lease or as hereinafter defined) and the following terms and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part otherwise expressly provided by mutual written agreement of the Allowance (as hereinafter defined)), prepare the plans for the design, construction and installation of the Tenant Improvements (the “Plans”) which shall be subject to Landlord’s prior written approval, such approval not to be unreasonably withheld, and said engineer and contractor shall construct such Tenant Improvements in accordance with the Plans. The final Plans, as reviewed and approved by Landlord and Tenant, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars ($4.50) per rentable square foot of the Premises (the “Allowance”) toward only the following costs: (i) any cost of installing the Tenant Improvements on an “as completed” basis which is performed in accordance with the Plans and related to the work to be done for the purpose of preparing the Premises for Tenant’s occupancy and use, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee equal to four percent (4.0%) of the total cost of constructing the Tenant Improvements to be paid to Landlord, which total cost of constructing Tenant Improvements shall not include the design costs for architectural, mechanical, plumbing and electrical design; provided, however, Tenant may elect to use a portion of the Allowance for costs associated with Tenant’s telephone and data cable lines installed in the Premises to which a construction management fee shall not be applied. In the event that either prior to the commencement of the installation of the Tenant Improvements or at any time during or following the installation of the Tenant Improvements, the cost of the Tenant Improvements exceeds the Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Tenant Improvements so that the cost exceeds the Allowance, then Tenant shall be responsible for promptly paying such increased costs within thirty (30) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the Tenant Improvements shall be agreed paid or reimbursed by Landlord up to a maximum amount as set forth in advance Section 5 of the Summary to the Lease (the "Tenant Improvement Allowance"), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Tenant Work Letter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoing provisions, under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant. In no event shall , or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, and except as otherwise expressly provided in this Tenant Work Letter or expressly approved by Landlord have any obligation to disburse in writing, any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant prior to the later to occur of (i) the date that is 18 months after the one year anniversary Lease Commencement Date, and (ii) the date of receipt of the Commencement DateSubstantial Completion Certificate, shall expire and shall no longer be available to Tenant thereafter. Notwithstanding anything to the foregoingcontrary herein, Tenant shall have the right to apply any unused portion of the Allowance (not to exceed Eighteen Thousand Five Hundred Fifteen and 63/100 Dollars ($18,515.63)) to one (1) monthly installment of Minimum Rental coming due hereunder at any time prior to November 30, 2007. Any savings or unused portion of the Allowance after the Tenant Improvements are completed shall not include (and after the application of one (1) months Minimum Rental (as hereinabove provided) Landlord shall be retained by Landlord.solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the Premises, if any; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density;

Tenant Improvement Allowance. Prior (a) Lessor agrees to the Commencement Date and during Tenant’s continuing occupancy provide to Lessee a tenant improvement allowance of the Premises, Landlord shall supervise the design, construction and installation of certain additional improvements in the Premises Two Million One Hundred Thousand Dollars ($2,100,000.00) (the “Tenant ImprovementsImprovement Allowance”) in accordance with ). The Tenant Improvement Allowance shall be applied to the Plans costs of the Tenant Improvements (as hereinafter definedincluding hard construction costs, soft costs and all architectural, space planning, engineering and consultant fees) and the following terms all charges for permits and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part of the Allowance (as hereinafter defined)), prepare the plans for the design, construction and installation of governmental or quasi-governmental fees necessary or appropriate in connection with the Tenant Improvements (the “PlansTenant Improvement Expenses”) ). Lessee shall pay all Tenant Improvement Expenses in excess of the Tenant Improvement Allowance (“Lessee's Share”). Lessee shall provide Lessor with a copy of the signed construction contract for the Tenant Improvements. Lessee's Share shall include, without limitation, the increase in the Tenant Improvement Expenses as a result of any and all change orders, which shall be subject to Landlord’s prior written approval, such approval not to be unreasonably withheld, and said engineer and contractor shall construct such Tenant Improvements in accordance with the Planspaid by Lessee. The final Plans, as reviewed and approved by Landlord and Tenant, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars ($4.50) per rentable square foot of the Premises (the “Allowance”) toward only the following costs: (i) any cost of installing the Tenant Improvements on an “as completed” basis which is performed in accordance with the Plans and related to the work to be done for the purpose of preparing the Premises for Tenant’s occupancy and use, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee equal to four percent (4.0%) of the total cost of constructing the Tenant Improvements to be paid to Landlord, which total cost of constructing Tenant Improvements shall not include the design costs for architectural, mechanical, plumbing and electrical design; provided, however, Tenant may elect to use a portion of the Improvement Allowance for costs associated with Tenant’s telephone and data cable lines installed in the Premises to which a construction management fee shall not be appliedpayable by Lessor until Lessor has paid the full amount of Lessee's Share toward the Tenant Improvement Expenses. In the event that either prior to the of any change orders following Lessor's commencement of the installation payment of the Tenant Improvements or at any time during or following Improvement Allowance, Lessee shall pay the installation increase in the Tenant Improvement Expenses pursuant to such change orders prior to and as a condition to further payment of the Tenant Improvements, the cost of the Tenant Improvements exceeds the Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Tenant Improvements so that the cost exceeds the Improvement Allowance, then Tenant shall be responsible for promptly paying such increased costs within thirty (30) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the Tenant Improvements shall be agreed to in advance by Landlord and Tenant. In no event shall Landlord have any obligation to disburse any portion of the Allowance after the one year anniversary of the Commencement Date. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance (not to exceed Eighteen Thousand Five Hundred Fifteen and 63/100 Dollars ($18,515.63)) to one (1) monthly installment of Minimum Rental coming due hereunder at any time prior to November 30, 2007. Any savings or unused portion of the Allowance after the Tenant Improvements are completed and after the application of one (1) months Minimum Rental (as hereinabove provided) shall be retained by Landlord.

Tenant Improvement Allowance. Prior to Provided that there is not a Default of Tenant under the Commencement Date and during Tenant’s continuing occupancy of Lease, including this Work Letter, at the Premisestime a payment is due, Landlord shall supervise pay towards the design, construction and installation of certain additional improvements in the Premises (the “Tenant Improvements”) in accordance with the Plans (as hereinafter defined) and the following terms and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part of the Allowance (as hereinafter defined)), prepare the plans for the design, construction and installation costs of the Tenant Improvements (the “Plans”) which shall be subject to Landlord’s prior written approvalImprovements, such approval not to be unreasonably withheldincluding all design, permit fees, 35654\12546889.9 B-12 06907\011\8511619.v2 06907\011\8493037.v6 Landlord project management, and said engineer and contractor shall construct such Tenant Improvements in accordance with the Plans. The final Plans, as reviewed and approved by Landlord and Tenant, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars ($4.50) per rentable square foot of the Premises (the “Allowance”) toward only the following costs: (i) any cost of installing the Tenant Improvements on an “as completed” basis which is performed in accordance with the Plans and related to the work to be done for the purpose of preparing the Premises for Tenant’s occupancy and use, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee equal to four percent (4.0%) of the total cost of constructing the Tenant Improvements (collectively, the “Tenant Improvement Costs”), an amount equal to $90.00 per square foot of the Building (as determined by Architect in the Construction Documents in accordance with the method set forth in Section 4.1(e) below) (the “Tenant Improvement Allowance”), except that the Tenant Improvement Allowance shall be used to pay only those Tenant Improvement Costs that are considered under generally accepted accounting principles to be paid capital expenditures related to Landlordreal property (but not to personal property or trade fixtures), which total cost costs may include permit fees, design fees, project management, and costs of constructing the Tenant Improvements shall not include Improvements. Additionally, and in no way limiting the design costs for architectural, mechanical, plumbing and electrical design; provided, howeverforegoing restrictions on the use of the Tenant Improvement Allowance, Tenant may elect to use a portion shall pay directly the costs of any architects, engineers and other design professionals that Tenant directly engages. Except as expressly set forth herein, Landlord’s payment of the Tenant Improvement Allowance for costs associated with Tenantor the Tenant Improvement Costs (if such amount is less than the Tenant Improvement Allowance), shall satisfy in full Landlord’s telephone obligation to pay the Tenant Improvement Allowance hereunder, and data cable lines installed in the Premises to which a construction management fee Landlord shall not be applied. In the event that either prior obligated to make any payment for any subsequent alterations or improvements to the commencement of Premises whether or not the installation of entire Tenant Improvement Allowance was expended on the Tenant Improvements or at any time during or following the installation of the initial Tenant Improvements, the cost of the Tenant Improvements exceeds the Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Tenant Improvements so that the cost exceeds the Allowance, then Tenant shall be responsible for promptly paying such increased costs within thirty (30) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the Tenant Improvements shall be agreed to in advance by Landlord and Tenant. In no event shall Landlord have any obligation to disburse any portion of the Allowance after the one year anniversary of the Commencement Date. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance (not to exceed Eighteen Thousand Five Hundred Fifteen and 63/100 Dollars ($18,515.63)) to one (1) monthly installment of Minimum Rental coming due hereunder at any time prior to November 30, 2007. Any savings or unused portion of the Allowance after the Tenant Improvements are completed and after the application of one (1) months Minimum Rental (as hereinabove provided) shall be retained by Landlord.

Tenant Improvement Allowance. Prior Landlord has agreed to provide Tenant with a $22,281.60 tenant improvement allowance for the Commencement Date purpose of constructing tenant improvements in, on and during Tenant’s continuing occupancy of the Premises, Landlord shall supervise the design, construction and installation of certain additional improvements in to the Premises (the “"Tenant Improvements”"), which allowance shall be reimbursed to Tenant provided that proper documentation, lien releases and invoices are presented to Landlord for all actual out-of-pocket costs of construction, including, without limitation, permitting and architectural costs. Should the cost of such construction (including, but not limited to permitting and architectural costs) exceed $22,281.60, Tenant will be solely responsible for such costs, Tenant shall indemnify, defend and hold harmless Landlord from any occurrence whatsoever related to construction of Tenant Improvements. Tenant shall be directly responsible for hiring and paying the architect and contractors in accordance connection with the Plans (as hereinafter defined) and the following terms and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part construction of the Allowance Tenant Improvements. In addition, Tenant shall obtain landlord's written approval of all contractors drawings, plans and specifications, prior to commencing the construction of the Tenant Improvements. Such drawings. plans and specifications (the "Plans") shall be attached to the Lease as hereinafter defined))Exhibit D upon completion and approval by Landlord. Notwithstanding anything to the contrary contained herein, prepare any approvals required to be obtained from Landlord may be granted or withheld in Landlord's sole discretion, and Tenant shall at all times coordinate all aspects of the plans for the design, construction and installation of the Tenant Improvements (the “Plans”) which shall be subject to Landlord’s prior written approval, such approval not to be unreasonably withheld, and said engineer and contractor shall construct such Tenant Improvements in accordance with the Plans. The final Plans, as reviewed and approved by Landlord and Tenant, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars ($4.50) per rentable square foot of the Premises (the “Allowance”) toward only the following costs: (i) any cost of installing the Tenant Improvements on an “as completed” basis which is performed in accordance with the Plans and related to the work to be done for the purpose of preparing the Premises for Tenant’s occupancy and use, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee equal to four percent (4.0%) of the total cost of constructing the Tenant Improvements to be paid to Landlord, which total cost of constructing Tenant Improvements shall not include the design costs for architectural, mechanical, plumbing and electrical design; provided, however, Tenant may elect to use a portion of the Allowance for costs associated with Tenant’s telephone and data cable lines installed in the Premises to which a construction management fee shall not be applied. In the event that either prior to the commencement of the installation of the Tenant Improvements or at any time during or following the installation of the Tenant Improvements, the cost of the Tenant Improvements exceeds the Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Tenant Improvements so that the cost exceeds the Allowance, then Tenant shall be responsible for promptly paying such increased costs within thirty (30) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the Tenant Improvements shall be agreed to in advance by Landlord and Tenant. In no event shall Landlord have any obligation to disburse any portion of the Allowance after the one year anniversary of the Commencement Date. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance (not to exceed Eighteen Thousand Five Hundred Fifteen and 63/100 Dollars ($18,515.63)) to one (1) monthly installment of Minimum Rental coming due hereunder at any time prior to November 30, 2007. Any savings or unused portion of the Allowance after the Tenant Improvements are completed and after the application of one (1) months Minimum Rental (as hereinabove provided) shall be retained by through Landlord.

Tenant Improvement Allowance. Prior The Fixed Price will include the Tenant Improvement Allowance for the design and construction of Tenant Improvements. Notwithstanding any other provision in this Agreement to the Commencement Date contrary, payment for the design and during construction of Tenant Improvements shall be governed by the terms of this Section 2(b). Exhibit F hereto sets forth the dates for delivery of the space plans by which Owner must deliver the plans to avoid potentially jeopardizing the Project Schedule. Owner’s failure to meet those dates shall constitute an Owner-Caused Delay that may result in Costs Resulting From Owner- Caused Delay for which Developer shall not be held responsible. Notwithstanding anything to the contrary contained in this Agreement, Owner shall pay any Costs Resulting From Owner-Caused Delay unless Owner elects to allocate Tenant’s continuing occupancy Contingency to pay such costs. Any Owner- Caused Delay shall also result in an adjustment of the Premises, Landlord Developer Obligation Date under Section 7(b) below. Developer shall supervise work with Owner to develop the design, construction and installation of certain additional improvements in the Premises (the “pricing on Owner’s desired Tenant Improvements”) , and, upon reaching agreement with Owner thereon, shall assist in accordance with preparing a change order to the Plans (as hereinafter defined) and the following terms and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part of the Allowance (as hereinafter defined)), prepare the plans General Construction Contract for the design, construction and installation of the Tenant Improvements (the “Plans”) which shall be subject to Landlord’s prior written approval, such approval not to be unreasonably withheld, and said engineer and contractor shall construct such Tenant Improvements in accordance with the Plans. The final Plans, as reviewed and approved by Landlord and Tenant, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars ($4.50) per rentable square foot of the Premises (the “Allowance”) toward only the following costs: (i) any cost of installing the Tenant Improvements on an “as completed” basis which is performed in accordance with the Plans and related to the work to be done for the purpose of preparing the Premises for Tenant’s occupancy and use, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee equal to four percent (4.0%) of to-be-agreed guaranteed maximum price. If the total cost agreed guaranteed maximum price of designing and constructing the Tenant Improvements is less than the Tenant Improvement Allowance, then all excess funds in the Tenant Improvement Allowance shall be transferred to be paid to Landlord, which total cost of constructing Tenant Improvements shall not include the design costs for architectural, mechanical, plumbing and electrical design; provided, however, Tenant may elect to use a portion of the Allowance for costs associated with Tenant’s telephone Contingency. If the total agreed guaranteed maximum price of designing and data cable lines installed in the Premises to which a construction management fee shall not be applied. In the event that either prior to the commencement of the installation of the Tenant Improvements or at any time during or following the installation of the Tenant Improvements, the cost of constructing the Tenant Improvements exceeds the Allowance Tenant Improvement Allowance, such excess costs shall be paid solely by Owner (with funds from the Tenant Contingency Account or from other funds of Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost accordance with Section 9.4 of the installation of such Tenant Improvements so that the cost exceeds the Allowance, then Tenant shall be responsible for promptly paying such increased costs within thirty (30) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the Tenant Improvements shall be agreed to in advance by Landlord and Tenant. In no event shall Landlord have any obligation to disburse any portion of the Allowance after the one year anniversary of the Commencement Date. Notwithstanding the foregoing, Tenant shall have the right to apply any unused portion of the Allowance (not to exceed Eighteen Thousand Five Hundred Fifteen and 63/100 Dollars ($18,515.63Project Lease)) to one (1) monthly installment of Minimum Rental coming due hereunder at any time prior to November 30, 2007. Any savings or unused portion of the Allowance after the Tenant Improvements are completed and after the application of one (1) months Minimum Rental (as hereinabove provided) shall be retained by Landlord.

Tenant Improvement Allowance. Prior Subject to the Commencement Date and during Tenant’s continuing occupancy of the Premisesany restrictions, Landlord shall supervise the design, construction and installation of certain additional improvements conditions or limitations expressly set forth in this Tenant Work Letter or in the Premises (the “Tenant Improvements”) in accordance with the Plans (Lease or as hereinafter defined) and the following terms and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part otherwise expressly provided by mutual written agreement of the Allowance (as hereinafter defined)), prepare the plans for the design, construction and installation of the Tenant Improvements (the “Plans”) which shall be subject to Landlord’s prior written approval, such approval not to be unreasonably withheld, and said engineer and contractor shall construct such Tenant Improvements in accordance with the Plans. The final Plans, as reviewed and approved by Landlord and Tenant, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars ($4.50) per rentable square foot of the Premises (the “Allowance”) toward only the following costs: (i) any cost of installing the Tenant Improvements on an “as completed” basis which is performed in accordance with the Plans and related to the work to be done for the purpose of preparing the Premises for Tenant’s occupancy and use, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee equal to four percent (4.0%) of the total cost of constructing the Tenant Improvements to be paid to Landlord, which total cost of constructing Tenant Improvements shall not include the design costs for architectural, mechanical, plumbing and electrical design; provided, however, Tenant may elect to use a portion of the Allowance for costs associated with Tenant’s telephone and data cable lines installed in the Premises to which a construction management fee shall not be applied. In the event that either prior to the commencement of the installation of the Tenant Improvements or at any time during or following the installation of the Tenant Improvements, the cost of the Tenant Improvements exceeds the Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Tenant Improvements so that the cost exceeds the Allowance, then Tenant shall be responsible for promptly paying such increased costs within thirty (30) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the Tenant Improvements shall be agreed paid or reimbursed by Landlord up to a maximum amount as set forth in advance Section 5 of the Summary to the Lease (the "Tenant Improvement Allowance"), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Tenant Work Letter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant. In no event Tenant and in all other respects shall Landlord have any obligation to disburse any portion of the Allowance after the one year anniversary of the Commencement Datebe based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoingforegoing provisions, under no circumstances shall the Tenant shall have Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the right to apply any unused portion applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the Premises, if any; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal EXHIBIT B equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the contract amount stated in the contract with the General Contractor, as approved by Txxxxx (not to exceed Eighteen Thousand Five Hundred Fifteen be unreasonably withheld), except for increases set forth in change orders approved by Tenant; (d) wages, labor and 63/100 Dollars overhead for overtime and premium time unless approved by Tenant ($18,515.63which approval shall not be unreasonably withheld, conditioned or delayed); (e) attorneys' fees incurred in connection with negotiation of construction contracts, and attorneys' fees, experts' fees and other costs in connection with disputes with third parties; (f) interest and other costs of financing construction costs; (g) costs incurred as a consequence construction defects or default by a contractor; (h) costs as a consequence of casualties; and (i) penalties and late charges attributable to one (1) monthly installment of Minimum Rental coming due hereunder at any time prior Landlord’s failure to November 30, 2007. Any savings or unused portion of the Allowance after the Tenant Improvements are completed and after the application of one (1) months Minimum Rental (as hereinabove provided) shall be retained by Landlordpay construction costs.

Tenant Improvement Allowance. Prior Subject to the Commencement Date and during Tenant’s continuing occupancy of the Premisesany restrictions, Landlord shall supervise the design, construction and installation of certain additional improvements conditions or limitations expressly set forth in this Tenant Work Letter or in the Premises (the “Tenant Improvements”) in accordance with the Plans (Lease or as hereinafter defined) and the following terms and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part otherwise expressly provided by mutual written agreement of the Allowance (as hereinafter defined)), prepare the plans for the design, construction and installation of the Tenant Improvements (the “Plans”) which shall be subject to Landlord’s prior written approval, such approval not to be unreasonably withheld, and said engineer and contractor shall construct such Tenant Improvements in accordance with the Plans. The final Plans, as reviewed and approved by Landlord and Tenant, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars ($4.50) per rentable square foot of the Premises (the “Allowance”) toward only the following costs: (i) any cost of installing the Tenant Improvements on an “as completed” basis which is performed in accordance with the Plans and related to the work to be done for the purpose of preparing the Premises for Tenant’s occupancy and use, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee equal to four percent (4.0%) of the total cost of constructing the Tenant Improvements to be paid to Landlord, which total cost of constructing Tenant Improvements shall not include the design costs for architectural, mechanical, plumbing and electrical design; provided, however, Tenant may elect to use a portion of the Allowance for costs associated with Tenant’s telephone and data cable lines installed in the Premises to which a construction management fee shall not be applied. In the event that either prior to the commencement of the installation of the Tenant Improvements or at any time during or following the installation of the Tenant Improvements, the cost of the Tenant Improvements exceeds the Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Tenant Improvements so that the cost exceeds the Allowance, then Tenant shall be responsible for promptly paying such increased costs within thirty (30) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the Tenant Improvements shall be agreed paid or reimbursed by Landlord up to a maximum amount as set forth in advance Section 5 of the Summary to the Lease (the "Tenant Improvement Allowance"), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Tenant Work Letter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant. In no event Tenant and in all other respects shall Landlord have any obligation to disburse any portion of the Allowance after the one year anniversary of the Commencement Datebe based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoingforegoing provisions, under no circumstances shall the Tenant shall have Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the right to apply any unused portion applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the Premises, if any; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the contract amount stated in the contract with the General Contractor, as approved by Tenant (not to exceed Eighteen Thousand be unreasonably withheld), except for increases set forth in change orders approved by Tenant; (d) wages, labor and overhead for overtime and premium time unless approved by Tenant (which approval shall not be unreasonably withheld, conditioned or delayed); (e) attorneys' fees incurred in connection with negotiation ./ -/// -4- [The Cove at Oyster Point] [Five Hundred Fifteen Prime Therapeutics, Inc.] of construction contracts, and 63/100 Dollars attorneys' fees, experts' fees and other costs in connection with disputes with third parties; ($18,515.63)f) interest and other costs of financing construction costs; (g) costs incurred as a consequence construction defects or default by a contractor; (h) costs as a consequence of casualties; and (i) penalties and late charges attributable to one (1) monthly installment of Minimum Rental coming due hereunder at any time prior Landlord’s failure to November 30, 2007. Any savings or unused portion of the Allowance after the Tenant Improvements are completed and after the application of one (1) months Minimum Rental (as hereinabove provided) shall be retained by Landlordpay construction costs.

Tenant Improvement Allowance. Prior Subject to the Commencement Date and during Tenant’s continuing occupancy of the Premisesany restrictions, Landlord shall supervise the design, construction and installation of certain additional improvements conditions or limitations expressly set forth in this Tenant Work Letter or in the Premises (the “Tenant Improvements”) in accordance with the Plans (Lease or as hereinafter defined) and the following terms and conditions. Tenant’s engineer, contractor, and/or architect shall, at Tenant’s sole cost and expense (as part otherwise expressly provided by mutual written agreement of the Allowance (as hereinafter defined)), prepare the plans for the design, construction and installation of the Tenant Improvements (the “Plans”) which shall be subject to Landlord’s prior written approval, such approval not to be unreasonably withheld, and said engineer and contractor shall construct such Tenant Improvements in accordance with the Plans. The final Plans, as reviewed and approved by Landlord and Tenant, shall be attached hereto as Exhibit “C.” Landlord shall contribute Four and 50/100 Dollars ($4.50) per rentable square foot of the Premises (the “Allowance”) toward only the following costs: (i) any cost of installing the Tenant Improvements on an “as completed” basis which is performed in accordance with the Plans and related to the work to be done for the purpose of preparing the Premises for Tenant’s occupancy and use, (ii) the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee equal to four percent (4.0%) of the total cost of constructing the Tenant Improvements to be paid to Landlord, which total cost of constructing Tenant Improvements shall not include the design costs for architectural, mechanical, plumbing and electrical design; provided, however, Tenant may elect to use a portion of the Allowance for costs associated with Tenant’s telephone and data cable lines installed in the Premises to which a construction management fee shall not be applied. In the event that either prior to the commencement of the installation of the Tenant Improvements or at any time during or following the installation of the Tenant Improvements, the cost of the Tenant Improvements exceeds the Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such Tenant Improvements so that the cost exceeds the Allowance, then Tenant shall be responsible for promptly paying such increased costs within thirty (30) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the Tenant Improvements shall be agreed paid or reimbursed by Landlord up to a maximum amount as set forth in advance Section 5 of the Summary to the Lease (the “Tenant Improvement Allowance”), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements in the Premises. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Tenant Work Letter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. The funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant. In no event Tenant and in all other respects shall Landlord have any obligation to disburse any portion of the Allowance after the one year anniversary of the Commencement Datebe based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe. Notwithstanding the foregoingforegoing provisions, under no circumstances shall the Tenant shall have EXHIBIT B Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures, personal property or any other item or element which, under the right to apply any unused portion applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease. Notwithstanding anything to the contrary herein, the Tenant Improvements shall not include (and Landlord shall be solely responsible for and the Tenant Improvement Allowance shall not be used for) the following: (a) costs incurred due to the presence of any Hazardous Materials in the Premises, if any; (b) costs to bring the Project into compliance with Applicable Laws to the extent required in order to allow Tenant to obtain a certificate of occupancy or its legal equivalent, for the Premises for the Permitted Use assuming a normal and customary office occupancy density; (c) construction costs in excess of the contract amount stated in the contract with the General Contractor, as approved by Tenant (not to exceed Eighteen Thousand Five Hundred Fifteen be unreasonably withheld), except for increases set forth in change orders approved by Tenant; (d) wages, labor and 63/100 Dollars overhead for overtime and premium time unless approved by Tenant ($18,515.63which approval shall not be unreasonably withheld, conditioned or delayed); (e) attorneys’ fees incurred in connection with negotiation of construction contracts, and attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (f) interest and other costs of financing construction costs; (g) costs incurred as a consequence construction defects or default by a contractor; (h) costs as a consequence of casualties; (i) penalties and late charges attributable to one Landlord’s failure to pay construction costs; and (1j) monthly installment of Minimum Rental coming costs due hereunder at any time prior to November 30, 2007. Any savings compliance with the soil management plan for the Project or unused portion of the Allowance after the Tenant Improvements are completed and after the application of one (1) months Minimum Rental (as hereinabove provided) shall be retained by Landlordits appendices.