Increased Cost. If any Regulatory Change: # shall subject any Bank to any Tax or other charge with respect to this Agreement or any Loans made by it or shall change the basis of taxation of payments to any Bank in respect thereof (of the principal of or interest on its Loans or any other amounts due under this Agreement in respect of its Loans or its obligation to make Loans (except for Indemnified Taxes or Other Taxes covered by [Section 2.20] and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank); or # shall impose, modify or deem applicable any reserve, special deposit, capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate); or # shall, with respect to any Bank or the London interbank market impose, modify or deem applicable any other condition affecting this Agreement or such Bank’s Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Bank under this Agreement, then upon notice by such Bank to the Administrative Agent and the Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, the Borrower shall pay such Bank, as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. The determination by any Bank under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, the Banks may use any reasonable averaging and attribution methods.

Research Cost. Janssen shall be responsible for one hundred percent (100%) of the costs and expenses incurred by Janssen in performing the Research Plans. Janssen shall reimburse Fate for Research Costs incurred by or on account of Fate in performing the Research Plans pursuant to [Section 10.2].

Cost Budget. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a written detailed cost breakdown (the “Final Costs Statement”), of the final costs to be incurred, or which have been incurred, as set forth more particularly in [Section 2.2.1.1 through 2.2.1.9] above, in connection with the design and construction

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Tenant shall provide Landlord with a cost proposal (or cost proposals) in accordance with the Approved Working Drawings for Landlord’s approval, which approval shall not be unreasonably withheld, which cost proposal(s) shall include, as nearly as possible, the cost of all Tenant Improvements Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the “Cost Proposal”). Tenant will consult with Landlord prior to approving the contractors to whom it will be bid and Landlord may review bid packages at Landlord’s written request. The date on which Landlord approves the Cost Proposal shall be known hereafter as the “Cost Proposal Delivery Date”.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Tenant shall provide Landlord with a cost proposal (or cost proposals) in accordance with the Approved Working Drawings for Landlord’s approval, which approval shall not be unreasonably withheld, which cost proposal(s) shall include, as nearly as possible, the cost of all Tenant Improvements Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the “Cost Proposal”). Tenant will consult with Landlord prior to approving the contractors to whom it will be bid and Landlord may review bid packages at Landlord’s written request. The date on which Landlord approves the Cost Proposal shall be known hereafter as the “Cost Proposal Delivery Date”.

All cost overruns in the construction of the Project (exceeding the financing amount hereunder) shall be self-funded (for the avoidance of doubt, financings from banks other than the Lenders shall not be considered self-funded) by the Borrower.

Increased Cost. If any Regulatory Change: # shall subject any Bank to any Tax or other charge with respect to this Agreement or any Loans made by it or shall change the basis of taxation of payments to any Bank in respect thereof (of the principal of or interest on its Loans or any other amounts due under this Agreement in respect of its Loans or its obligation to make Loans (except for Indemnified Taxes or Other Taxes covered by [Section 2.20] and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank); or # shall impose, modify or deem applicable any reserve, special deposit, capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate); or # shall, with respect to any Bank or the London interbank market impose, modify or deem applicable any other condition affecting this Agreement or such Bank’s Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Bank under this Agreement, then upon notice by such Bank to the Administrative Agent and the Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, the Borrower shall pay such Bank, as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. The determination by any Bank under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, the Banks may use any reasonable averaging and attribution methods.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal (or cost proposals) in accordance with the Approved Working Drawings, which cost proposal(s) shall include, as nearly as possible, the cost of all Tenant Improvements Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements and shall include a so-called guaranteed maximum price proposal from Landlord’s Contractor (collectively, the “Cost Proposal”), which Cost Proposal shall include, among other things, the Contractor’s fee, general conditions, and a reasonable contingency. The Cost Proposal may include early trade release packages for long lead time matters such as mechanical equipment. In connection with the Cost Proposal, Landlord shall cause the Contractor to solicit at least three bids from each subcontractor trade for which the total cost is expected to exceed $10,000. Tenant shall have the right to propose one subcontractor to be included in the bidding for each trade, subject to Landlord’s reasonable approval. Landlord will consult with Tenant prior to approving the subcontractors to whom it will be bid and Tenant may review bid packages at Tenant’s request. In the case of each bid request, Landlord will accept the lowest responsible bid, unless Landlord and Tenant reasonably determine otherwise. Tenant shall approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (and if Tenant fails to comment on

The MLP shall reimburse DMI for all reasonable, out-of-pocket, third-party fees, costs, Taxes and expenses incurred by DMI on behalf of the General Partner, the Partnership or its subsidiaries in connection with providing the Services required to be provided by DMI hereunder, including, but not limited to:

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 "Cost Pools"), in Landlord's reasonable discretion and upon reasonable prior written