#​’s Work. ​ shall cause the Architect to prepare and deliver to ​ one (1) PDF copy and two (2) hardcopies of the drawings and specifications for ​’s Work based on [Schedule 1] (the “Base Building Schematics”), which Base Building Schematics shall comply with applicable laws, ordinances and governmental rules and regulations, including the Americans with Disabilities Act (“ADA”), and include all parking areas, driveways, curbs, sidewalks, utility installations, exterior lighting, landscaping (other than the Outdoor Amenity Space Work (defined below)), and all other on-site and off-site improvements required for the ​’s Work; provided, however, that ​ shall not be responsible for any noncompliance with Applicable Laws to the extent such noncompliance results from ​’s unique use of the Premises. ​ shall review and approve the Base Building Schematics in accordance with [Section 2.7]. ​ shall use commercially reasonable efforts to cause the Architect to deliver to ​ the Base Building Schematics on or before the date set forth in the Progress Schedule for ​'s delivery of the Base Building Schematics. Upon approval of the Base Building Schematics in accordance with [Section 2.7], ​ shall update the Preliminary Total Development Cost Estimate with ​’s then-current estimate of the Total Development Costs for the Premises (the “SD Total Development Cost Estimate”); and in the event that any line-item in such SD Total Development Cost Estimate exceeds the corresponding line-item in the Preliminary Total Development Cost Estimate, ​ shall provide a reasonably detailed description of the basis for such increase and if there is an aggregate increase from the Preliminary Total Development Cost Estimate to the SD Total Development Cost Estimate, the SD Total Development Cost Estimate shall be subject to ​’s reasonable review and approval, which approval shall be given or withheld within five (5) business days following ​’s delivery of the SD Total Development Cost Estimate.

Contribution in accordance with the disbursement procedures set forth below, or # disapprove such schedule and cost estimate, in which case ​ shall provide ​ with additional information adequate to permit the prompt revision of the applicable Construction Documents and re-pricing of the ​’s Work or the ​ Improvement Costs, as applicable. ​’s failure to respond within such five (5) business day or ten (10) business day period, as applicable, shall be deemed to be ​’s approval of such schedule and cost estimate. Upon completion of the re-pricing of the ​’s Work and/or the ​ Improvement Costs, as applicable, ​ shall deliver the revised schedule and cost estimate of the ​’s Work and/or the ​ Improvement Costs, as applicable, to ​ for approval and once approved, such schedule and cost estimate shall be final and deemed approved by the parties; provided if ​ does not respond to the final estimate in the five (5) business day period, ​ will be deemed to have approved such final schedule and cost estimate. Upon approval (or deemed approval) of the cost estimates by ​, ​ shall # deliver to ​ updates of the CD Total Development Cost Estimate to reflect the approved cost of the ​’s Work and the CD TI Cost Proposal to reflect the approved ​ Improvement Costs (such updates being referred to herein as the “Final Total Development Cost Budget” and the “Final TI Cost Budget” respectively), and # enter into guaranteed maximum price contracts for each of the ​’s Work and ​ Improvements (each a “GMP Contract” and collectively the “GMP Contract”) with General Contractor and any lump sum contracts with other Contractors (collectively with the GMP Contract, the “Contracts”), which Contracts shall contain industry standard terms and conditions, including, without limitation, the extent and cost of the Contractor’s general conditions. With the Final TI Cost Budget, ​ shall specify the portion of the ​ Improvement Costs that will be paid from the ​ Improvement Allowance and the portion that is to be paid by ​ as ​’s Contribution (as defined below).

#​ Delivery of ​ Phase 2 Demolition Cost Estimate and Completion of the ​ Demolition Work.

Repair Estimate; Right to Terminate. If all or any portion of the Premises or the Project is damaged by fire or other casualty (a “Casualty”), Landlord shall, within ninety (90) days after Landlord’s discovery of such damage, deliver to Tenant its good faith estimate (the “Damage Notice”) of the time period following such notice needed to repair the damage caused by such Casualty. Landlord may elect to terminate this Lease in any case where # any portion of the Premises or any material portion of the Project are damaged and # either # Landlord estimates in good faith that the repair and restoration of such damage under Paragraph 15.2 (“Restoration”) cannot reasonably be completed (without the payment of overtime) within two hundred (200) days of Landlord’s actual discovery of such damage, # the Holder of any Security Instrument requires the application of any insurance proceeds with respect to such Casualty to be applied to the outstanding balance of the obligation secured by such Security Instrument, # the cost of such Restoration is not fully covered by insurance proceeds available to Landlord and/or payments received by Landlord from tenants, or # Tenant shall be entitled to an abatement of rent under this Paragraph 15 for any period of time in excess of thirty-three percent (33%) of the remainder of the Term.

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

Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.

As consideration for performance under the terms of this Agreement, ​ shall pay the ​ in accordance with the attached budget ([Exhibit A]). All costs outlined in the budget shall remain firm for the duration of the Study, unless otherwise agreed in writing by the ​ and ​. Payments are not refundable. If not budgeted, the clinical trial EC/IRB review fee will be paid by ​ directly to the IEC/RB.

Market related information and estimates are used to determine the recoverable amount. Key assumptions on which management has based its determination of recoverable amount include estimated long term growth rates, weighted average cost of capital and estimated operating margins. Cash flow projections take into account past experience and represent management’s best estimate about future developments.

If ​ requests ​’s approval for any matter specified in this Work Letter (including, without limitation, approval of: design professionals or Base Building Design-Build Contractors pursuant to [Section 2.2(a)]; ​ Improvement Design-Build Contractors pursuant to [Section 2.2(b)]; the SD Total Development Cost Estimate pursuant to [Section 2.5(a)]; the SD TI Cost Proposal pursuant to [Section 2.5(b)]; the CD Total Development Cost Estimate pursuant to [Section 2.6(a)]; the CD TI Cost Proposal pursuant to [Section 2.6(b)]; the Schematics pursuant to [Section 2.7(a)]; the Construction Document Packages pursuant to [Section 2.7(b)]; the Landscape Plan pursuant to [Section 2.8(c)]; and the Contractors pursuant to [Section 3.2]) and ​ does not approve such matter or respond with a reasonable basis for disapproval within the applicable time period set forth in this Work Letter or if ​ withholds its consent in a manner not permitted by this Work Letter (e.g., ​ withholds its consent on grounds not set forth in ​’s previous objection in the case of a Subsequent Request for approval), then, at ​’s election, ​ shall be deemed to have approved such matter.

Statement of Estimated Direct Expenses. In addition, Landlord shall endeavor to give Tenant a yearly expense estimate statement within one hundred twenty (120) days after the end of each Expense Year (the " XE "Estimate Statement" Estimate Statement") which shall set forth Landlord's reasonable estimate (the " XE "Estimate" Estimate") of what the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated Tenant's Share of Direct Expenses (the " XE "Estimated Direct Expenses" Estimated Direct Expenses"). The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect any Estimated Direct Expenses under this [Article 4], nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Direct Expenses theretofore delivered to the extent necessary, but not more than once per Estimated Statement. Thereafter, Tenant shall pay, with its next installment of