Construction. Landlord shall engage the services of a General Contractor to construct the Tenant Improvements. The Landlord will provide in-house Project Management services for the duration of the Tenant Improvements.

Landlord hereby assigns to Tenant all warranties and guaranties by the contractor who constructs the Improvements (the "Contractor") relating to the Improvements, and Tenant hereby waives all claims against Landlord relating to, or arising out of the construction of, the Improvements. The Contractor shall be designated and retained by Landlord to construct the Improvements.

Tenant Improvement Allowance. Landlord will contribute to the costs of designing the Tenant Improvements and performing the Tenant Improvement Work, as depicted on the Approved TI Construction Drawings and any approved Plan Modifications, to the extent of the lesser of or # the actual cost of Permitted Allowance Items (as hereinafter defined) for the Tenant Improvement Work (the “Tenant Improvement Allowance”). Tenant shall pay all costs in excess of the Tenant Improvement Allowance for the design of the Tenant Improvements and performance of the Tenant Improvement Work. In no event shall Landlord be obligated to make disbursements pursuant to this Agreement in an amount which exceeds the Tenant Improvement Allowance. All costs associated with the construction of the Tenant Improvements shall be shared with Landlord on an “open-book” basis promptly upon request. Tenant shall not be entitled to a credit for any unused portion of the Tenant Improvement Allowance in the form of a rent credit, rent abatement or otherwise. Notwithstanding Tenant’s election to initially occupy only one (1) floor of the Premises, Tenant shall construct Tenant Improvements to the entirety of the Premises and the Tenant Improvement Allowance shall be equitably allocated to Tenant Improvements on each of the floors of the Premises.

Projected Operating Budget. Within thirty (30) days after the beginning of each fiscal year, commencing with fiscal year 2018, furnish [[Organization B:Organization]] a month by month projected operating budget and cash flow of Castle and its Subsidiaries on a consolidated and consolidating basis for such fiscal year (including an income statement for each month and a balance sheet as at the end of the last month in each fiscal quarter), such projections to be accompanied by a certificate signed by the President, Chief Financial Officer or other Authorized Officer of each Borrower to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such projections were prepared.

Co-Promotion Budget. The amount budgeted for each Party’s Co-Promotion activities in each Joint Commercialization Budget will be consistent with the Co-Promotion activities assigned to such Party pursuant to the Joint Commercialization Plan.

Compliance with Budget. Measured as of the last day of each week, Loan Parties will not permit aggregate expenditures (other than with respect to “Extraordinary Professional Fees” as identified in the Budget) for the four-week period then ended to exceed 105% of the amounts set forth in the Budget for such period; provided, that, for the purposes of determining Loan Parties' compliance with this Section, payments made by Loan Parties in compliance with [Section 8.2] of this Agreement and amounts remitted pursuant to [Section 5.6] of this Agreement shall be disregarded to the extent such payments exceed the amounts set forth in the Budget.

Operating Budget Matters. Within [●] days of the Closing Date, the Company and Buyer shall finalize an operating budget for the Surviving Corporation.

Approved Plans and Working Drawings for Tenant Improvements. Tenant shall promptly and diligently work with the Architect to cause to be prepared and delivered to Landlord for approval (which approval shall not be unreasonably withheld, conditioned or delayed by Landlord) proposed schematic plans and outline specifications for the Tenant Improvements, which shall include two (2) separate designs for the 1st floor of the Premises, one of which shall be for a standard office/laboratory design, similar to that on the 2nd and 3rd floors of the Premises (the “Standard Buildout”), and the other of which shall be for a “GMP manufacturing suite” (the “GMP Suite”). Landlord shall reimburse the Architect directly for the cost of the initial test-fit plans and outline specifications and one revision thereof, and such costs shall not be charged to the Tenant Improvement Allowance. Following mutual approval of such proposed schematic plans and outline specifications by Landlord and by Tenant (as so approved, the “Approved Schematic Plans”), Tenant shall then work with the Architect to cause to be prepared, promptly and diligently (assuming timely delivery by Landlord of any information and decisions required to be furnished or made by Landlord in order to permit preparation of final working drawings, all of which information and decisions Landlord will deliver promptly and with reasonable diligence), and delivered to Landlord for approval (which approval shall not be unreasonably withheld, conditioned or delayed by Landlord) final detailed working drawings and specifications for the Tenant Improvements, including (without limitation) any applicable life safety, mechanical, electrical and plumbing working drawings and final architectural drawings (collectively, “Final TI Working Drawings”), which Final TI Working Drawings shall substantially conform to the Approved Schematic Plans. Upon receipt from Tenant of proposed schematic plans and outline specifications, proposed Final TI Working Drawings, any other plans and specifications, or any revisions or resubmittals of any of the foregoing, as applicable, Landlord shall promptly and diligently (and in all events within 10 business days after receipt in the case of an initial submittal of schematic plans and outline specifications or proposed Final TI Working Drawings, and within 5 business days after receipt in the case of any other plans and specifications or any revisions or resubmittals of any of the foregoing) either approve such proposed schematic plans and outline specifications or proposed Final TI Working Drawings, as applicable, or set forth in writing with particularity any changes necessary to bring the aspects of such proposed schematic plans and outline specifications or proposed Final TI Working Drawings into a form which will be reasonably acceptable to Landlord. Upon approval of the Final TI Working Drawings by Landlord and Tenant, the Final TI Working Drawings shall constitute the “Approved TI Plans,” superseding (to the extent of any inconsistencies) any inconsistent features of the previously existing Approved Schematic Plans. Tenant shall respond to any request for information or approval of plans or drawings from Landlord or Architect within five (5) business days. Tenant acknowledges that the Tenant Improvements (not including improvements in the GMP Suite) will include the items set forth on [Schedule 2] to this Exhibit B, in order to allow the Premises to achieve a LEED "Silver" certification level. For the avoidance of doubt, the Tenant Improvements do not need to include all of the Premises and Tenant may choose not to perform improvements in, or perform only minimal improvements in, a floor of the Premises, provided that Tenant hereby agrees that Tenant shall perform improvements or Alterations to build out the entirety of the Premises to a commercially reasonable level beyond the Warm Shell Condition prior to the expiration of the third (3rd) full year of the Lease Term, subject to Force Majeure.

Tenant shall not be required to remove the Tenant Improvements constructed pursuant to the Work Letter at the expiration or earlier termination of the Term of this Lease nor shall Tenant have the right to remove any of the Tenant Improvements at any time prior to the expiration or earlier termination of the Term.

No Security Interest. No Tenant Improvements shall be installed upon the Premises pursuant to any agreement by which another party has a security interest or rights to remove or repossess any items constituting Tenant Improvements.