Cost . The cost to design, permit and construct the Tenant Improvements shall be paid by Landlord. Any and all costs, fees or expenses of any kind or nature that are incurred due to changes requested by Tenant shall be the sole responsibility of Tenant.

Through the 5,003 Expansion Premises Commencement Date, ​ shall continue to pay ​’s Proportionate Share of the Insurance Cost in accordance with the provisions of the Original Lease, specifically including, without limitation, the provisions of Paragraph 59(g) thereof.

Cost Pools. Landlord shall have the right, from time to time, to equitably allocate some or all of the Direct Expenses for the Project among different portions or occupants of the Project (the " XE "Cost Pools" Cost Pools"), in Landlord's reasonable discretion. Such Cost Pools may include, but shall not be limited to, the office space tenants of a building of the Project or of the Project, and the laboratory space tenants of a building of the Project or of the Project. The Direct Expenses within each such Cost Pool shall be allocated and charged to the tenants within such Cost Pool in an equitable manner.

CONVERSION COST. ​ agrees to reimburse ​’s certificate processing cost by adding ​ to the Principal for each note conversion of at least ​ effected by ​. If the conversion is for less than that amount, ​ shall be responsible for any costs.

Increased Cost. [Section 6.4] to the Repurchase Agreement is amended and restated in its entirety to read as follows:

Increased Cost. If any Change in Law subsequent to the Effective Date:

Consulting Fee/Cost and Expenses/Payment. The Company and Consultant agree:

Cost of Improvements. “Cost of Improvement” shall mean, with respect to any item or component for which a cost must be determined in order to allocate such cost, or an increase in such cost, to Tenant pursuant to this Tenant Work Letter, the sum of the following (unless otherwise agreed in writing by Landlord and Tenant with respect to any specific item or component or any category of items or components): # all sums paid to contractors or subcontractors for labor and materials furnished in connection with construction of such item or component; # all costs, expenses, payments, fees and charges (other than penalties) paid to or at the direction of any city, county or other governmental or quasi-governmental authority or agency which are required to be paid in order to obtain all necessary governmental permits, licenses, inspections and approvals relating to construction of such item or component; # engineering and architectural fees for services rendered in connection with the design and construction of such item or component (including, but not limited to, the Architect for such item or component and an electrical engineer, mechanical engineer, structural engineer and civil engineer, if applicable); # sales and use taxes; # testing and inspection costs; # the cost of power, water and other utility facilities and the cost of collection and removal of debris required in

Anticipated Cost Report. The ​ shall submit to the ​ an Anticipated Cost Report in the form set forth in [Exhibit 2.17](w) hereof provided by the General Contractor, which indicates the costs anticipated to complete the construction of the Improvements, after giving effect to costs incurred during the previous month and projected costs.

Expenses. The Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment, and other expenses incurred by the Executive while employed (in accordance with the policies and procedures established by the Company for its senior executive officers) in the performance of his duties and responsibilities under this Agreement; provided, that the Executive shall properly account for such expenses in accordance with Company policies and procedures. Any individual expenses (including expenses such as travel that are a single expense with multiple components) in an amount exceeding ​ shall require approval by the Board or such officer of the Company designated by the Board to serve this purpose.

Expenses. Each of the parties hereto shall bear its own expenses in connection with the preparation, execution and delivery of this Agreement and the other Transaction Agreements.

Expenses. The Company hereby confirms its obligations under the Agreement, whether or not the transactions hereby contemplated are consummated, to pay, promptly after request by Prudential, all reasonable out-of-pocket costs and expenses, including attorneys' fees and expenses, incurred by them in connection with this Amendment and the transactions contemplated hereby, in enforcing any rights under this Amendment, or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Amendment or the transactions contemplated hereby.

EXPENSES. In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse the Director for pre-approved reasonable business related expenses incurred in good faith in the performance of the Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures.

Expenses. Each of the Parties shall be responsible for all of its own costs, fees and expenses (including all legal, and the other accounting and financial advisory fees and expenses) incurred in connection with the negotiation, preparation and execution of this LOI, the Share Exchange Agreement, Termination Agreement and the documents and instruments to be entered in connection therewith (collectively the "Transaction Documents”) and otherwise with respect to the Transaction. Notwithstanding the foregoing, Varian agrees to assume outstanding invoices of Danforth directly attributed to work on Varian’s financial statements in an amount not to exceed ​ (​) and to reimburse HLTT for 75% (seventy-five percent) of outstanding amounts invoiced by Dorsey & Whitney LLP, not to exceed ​ (​).

Expenses. Costs of administration of the Plan will by paid by the Company and/or by such of its affiliates with Employees participating in the Plan.

Expenses. Except for [Section 3] expenses, each party shall pay the fees and expenses of its advisers, counsel, accountants, and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery, and performance of this Agreement.

Each party shall pay its own expenses incurred in connection with this Agreement and the sale and purchase of the Shares.

Expenses. By executing this Commitment Letter, you agree to reimburse the Commitment Parties from time to time within 3 business days of demand therefor (or on the Closing Date, to the extent invoiced at least one business day (or such shorter time as you may agree) prior to the Closing Date) for all reasonable and documented out-of-pocket fees and expenses (including, but not limited to, # the reasonable fees, disbursements and other charges of # McGuireWoods LLP (or any other replacement counsel, if applicable, engaged by ​ and MLPFS in lieu thereof), as primary counsel to ​ and MLPFS (on behalf of the Commitment Parties), and # one firm of local counsel retained by ​ and MLPFS (on behalf of the Commitment Parties) in each applicable jurisdiction and # reasonable due diligence expenses) incurred in connection with the Senior Credit Facilities, the syndication thereof and the preparation of the Facilities Documentation, and with any other aspect of the Transactions and any of the other transactions contemplated thereby, whether or not the transactions contemplated hereunder are consummated or the Senior Credit Facilities are made available or the Facilities Documentation is executed. You acknowledge that one or more of the Commitment Parties may receive a benefit, including without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees such counsel may receive on account of their relationship with us including, without limitation, fees paid pursuant hereto.

Expenses. The parties hereto shall pay their own costs and expenses in connection herewith, provided, however ​ shall pay all costs of registration under the Securities Act including any Rule 144 opinion costs.