35654\12546889.9 B-5

Unauthorized Proposal. During the Voting Period, the Investors shall not, directly or indirectly (including through agents or attorneys or affiliated entities), provide assistance, information, encouragement or advice (including by way of furnishing nonpublic information) to any third party in connection with any vote, consent, approval or action to be taken by the Company’s stockholders that has not been formally recommended by a majority of the Board (acting as such), or take any other action to facilitate a vote, consent or other approval of the Company’s stockholders on any matter (or director nomination) not formally recommended by a majority of the Board (acting as such) (an “Unauthorized Proposal”), including, without limitation, the solicitation of proxies for a matter (or director nomination) to be voted upon by the Company’s stockholders and not formally recommended by a majority of the Board (acting as such); provided that nothing herein shall prevent the New Director or Investors from taking any action in connection with a publicly announced Change of Control transaction that is not supported by the New Director. During the Voting Period, the Investors shall not, directly or indirectly (including through agents or attorneys or affiliated entities) have any communications with any third parties with respect to (or that could reasonably be expected to lead to) an Unauthorized Proposal.

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.

performance of the ​ Improvements pursuant to the TI Construction Documents (the “CD TI Cost Proposal”); and in the event that any line-item in such CD TI Cost Proposal exceeds the corresponding line-item in the SD TI Cost Proposal, ​ shall provide a reasonably detailed description of the basis for such increase. ​ shall provide ​ with notice reasonably approving or disapproving the CD TI Cost Proposal within five (5) business days following ​’s delivery of the CD TI Cost Proposal to ​. In the event that ​ shall disapprove of the CD TI Cost Proposal, ​ and ​ shall, expeditiously and in good faith, work with Architect and the Design-Assist Consultants to value-engineer and modify the TI Construction Documents and agree upon a mutually acceptable revised CD TI Cost Proposal.

Landlord’s Proposal. Not later than one hundred twenty (120) days after Tenant has given valid notice of exercise of the applicable Extension Option, Landlord shall deliver to Tenant a good faith written proposal of the Prevailing Market Rate for the Premises for such Extension Term. At Tenant’s request, Landlord and Tenant shall meet to discuss the basis of Landlord’s proposed Prevailing Market Rate. Within forty five (45) days after receipt of Landlord’s proposal, Tenant shall notify Landlord in writing # that Tenant accepts Landlord’s proposal or # that Tenant elects to submit the determination of Prevailing Market Rate to arbitration in accordance with Paragraph 3.3.6. If Tenant does not give Landlord a timely notice in response to Landlord’s proposal, Landlord’s proposal of Prevailing Market Rate for the applicable Extension Term shall be binding upon Tenant.

CD TI Cost Proposal....................................................................................................... Exhibit B

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.

by either the Bank or ​ if at the ​ Meeting at which a vote on the ​ Voting Proposal is taken, the Required ​ Shareholder Vote in favor of the ​ Voting Proposal shall not have been obtained;

during which the Corporation has received a proposal for a transaction which, if consummated, would constitute a Change in Control, and the Board of Directors has not determined to reject such proposal without any counter-offer or further discussions; or

against any Acquisition Proposal or any other transaction, proposal, agreement or action made in opposition to authorization and approval of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement,

Should the Corporation receive or consider any such proposal or transaction, in addition to their regular duties, such key executives may be called upon to assist in the assessment of the proposal or transaction, to advise management and the Board as to whether the proposal or transaction would be in the best interest of the Corporation and its stockholders, and to take such other actions as the Board might determine to be appropriate.

Within 10 days of Tenant’s notice to Landlord of its election (or deemed election) to arbitrate Market Rate, each party shall deliver to the other a proposal containing the Market Rate that the submitting party believes to be correct (“Extension Proposal”). If either party fails to timely submit an Extension Proposal, the other party’s submitted proposal shall determine the Base Rent for the Extension Term. If both parties submit Extension Proposals, then Landlord and Tenant shall meet within 7 days after delivery of the last Extension Proposal and make a good faith attempt to mutually appoint a single Arbitrator (and defined below) to determine the Market Rate. If Landlord and Tenant are unable to agree upon a single Arbitrator, then each shall, by written notice delivered to the other within 10 days after the meeting, select an Arbitrator. If either party fails to timely give notice of its selection for an Arbitrator, the other party’s submitted proposal shall determine the Base Rent for the Extension Term. The 2 Arbitrators so appointed

No Shop. Seller agrees that it will not, and will cause its directors, officers, managers, members, employees, agents, consultants, lenders, financing sources, advisors or other representatives, including legal counsel, accountants and financial advisors, not to, directly or indirectly # solicit, initiate or encourage any inquiry, proposal, offer or contact from any Person (other than Buyer and its Affiliates and representatives) relating to any transaction involving the sale of the Partnership Securities (an “Acquisition Proposal”), or # participate in any discussion or negotiation regarding, or furnish any information with respect to, or assist or facilitate in any manner, any Acquisition Proposal or any attempt to make an Acquisition Proposal. Seller shall immediately cease, and cause to be terminated, any and all contacts, discussions and negotiations with third parties regarding any of the foregoing, and Seller will notify Buyer immediately if any Person makes any proposal, offer, inquiry or contact related to an Acquisition Proposal and provide Buyer with the details thereof (including the Person making such offer, inquiry or contact and a copy of all written communication in connection therewith) and their response thereto.

approve, endorse or recommend any Acquisition Proposal or Acquisition Inquiry;

Notwithstanding anything in this Agreement to the contrary, if, at any time prior to obtaining the Company Stockholder Approval, the Company Board determines in good faith, after consultation with its outside legal counsel, in response to any proposal or offer from any Person or “group” (as defined in the Exchange Act) to the Company or the Company Board with respect to a Company Competing Transaction (such proposal or offer, an “Acquisition Proposal”) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under applicable law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, terminate this Agreement pursuant to Section 7.1(h) to enter into a definitive agreement with respect to such Superior Proposal; provided, that the Company pays to BRPA the Termination Fee required to be paid pursuant Section 7.2(b)(i) at or after the time of such termination in accordance with Section 7.2(b)(i); provided, further, that the Company will not be entitled to terminate this Agreement in accordance with Section 7.1(h) unless the Company delivers to BRPA a written notice advising BRPA that the Company Board proposes to take such action. For purposes of this Agreement, “Superior Proposal” means a bona fide and written Acquisition Proposal made after the date hereof that the Company Board in good faith determines (after consultation with its outside legal counsel) is reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction that is more favorable from a financial point of view to the stockholders of the Company (solely in their capacity as such) than the transactions contemplated hereby after taking into account all such factors and matters deemed relevant in good faith by the Company Board, including legal, financial (including the financing terms of any such proposal), regulatory, timing or other aspects of such proposal and this Agreement and the transactions contemplated hereby.

The accounting year is from 1 January to 31 December of each year. Upon closing, statements such as business report, balance sheet, list of properties, profit and loss statement, profit distribution proposal, loss compensation proposal, etc. shall be prepared and approved by all shareholders.

by the Bank, if, prior to the approval of the ​ Voting Proposal by the Stockholders at the ​ Meeting: # a ​ Adverse Recommendation Change shall have occurred, # ​ shall have entered into, or publicly announced its intention to enter into, a ​ Acquisition Agreement (other than a confidentiality agreement), # ​ shall have breached or failed to perform in any material respect any of the covenants and agreements set forth in Section 6.1, or # the ​ Board fails to reaffirm (publicly, if so requested by the Bank) the ​ Voting Proposal within ten (10) Business Days after the date any Acquisition Proposal (or material modification thereto) is first publicly disclosed by ​ or the Person making such Acquisition Proposal;