Landlord's Consent to Alterations. Tenant may not make any improvements, alterations, additions or changes to the Premises or any mechanical, plumbing or HVAC facilities or systems pertaining to the Premises (collectively, the "Alterations") without first procuring the prior written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than ten (10) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which adversely affects the structural portions or the systems or equipment of the Building or is visible from the exterior of the Building. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following ten (10) business days' notice to Landlord (as to Alterations costing more than $10,000 only), but without Landlord's prior consent, to the extent that such Alterations # do not affect the building systems or equipment (other than minor changes such as adding or relocating electrical outlets and thermostats), # are not visible from the exterior of the Building, and # cost less than $100,000.00 for a particular job of work. The construction of the Tenant Improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8.

Landlord's Consent. Landlord shall not unreasonably withhold or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply:

Tenant shall make no alterations, additions or improvements, other than the Tenant Improvements (which shall be subject to the Work Letter and not this Article 17, other than as expressly set forth in Section 17.7, 17.8, 17.9 and 17.12 below), in or to the Premises or engage in any construction, demolition, reconstruction, renovation or other work (whether major or minor) of any kind in, at or serving the Premises (“Alterations”) without Landlord’s prior written approval, which approval may be subject to the consent of one or more Lenders, if required under any applicable Loan Document, but which approval Landlord shall not otherwise unreasonably withhold, condition or delay; provided, however, that, in the event any proposed Alteration affects # any structural portions of the Building, including exterior walls, the roof, the foundation or slab, foundation or slab systems (including barriers and subslab systems) or the core of the Building, # the exterior of the Building or # any Building systems, including elevator, plumbing, HVAC, electrical, security, life safety and power, then Landlord may withhold its approval in its sole and absolute discretion. Tenant shall, in making any Alterations, use only those architects, contractors, suppliers and mechanics of which Landlord has given prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. In seeking Landlord’s approval, Tenant shall prepare and provide to Landlord for approval schematics and a general plan covering the Alterations (the “Draft Development Plans”), which shall contain sufficient information and detail concerning the nature and cost of such Alterations as Landlord may reasonably request; provided that Tenant shall not commence any such Alterations that require Landlord’s consent unless and until Tenant has received the written approval of Landlord and any and all Lenders whose consent is required under any applicable Loan Document. Landlord shall notify Tenant in writing within seven (7) business days after receipt of the Draft Development Plans whether Landlord approves or objects to the Draft Development Plans and of the manner, if any, in which the Draft Development Plans are unacceptable. Landlord’s failure to respond within such seven (7) business day period shall be deemed an approval by Landlord. If Landlord reasonably objects to the Draft Development Plans, then Tenant shall not proceed with the proposed Alterations unless Tenant revises the Draft Development Plans and causes Landlord’s objections to be remedied in the revised Draft Development Plans. Tenant shall then resubmit the revised Draft Development Plans to Landlord for approval. Landlord’s approval of or objection to revised Draft Development Plans and Tenant’s correction of the same shall be in accordance with this Section until Landlord has approved the Draft Development Plans in writing or been deemed to have approved them. The iteration of the Draft Development Plans that is approved or deemed approved by Landlord without objection shall be referred to herein as the “Approved Development Plans.” Tenant shall not proceed with the proposed Alteration unless Tenant then prepares final plans and specifications for the Alteration that are consistent with and are logical evolutions of the Approved Development Plans, including, without limitation, plans, specifications, bid proposals, certified stamped engineering drawings and calculations by Tenant’s engineer of record or architect of record (including connections to the Building’s structural system, modifications to the Building’s envelope, non-structural penetrations in slabs or walls, and modifications or tie-ins to life safety systems), work contracts, requests for laydown areas and such other information concerning the nature and cost of the Alterations as Landlord may reasonably request,. As soon as such final plans and specifications (“Alteration Plans”) are completed, Tenant shall deliver the same to Landlord for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided that Tenant shall not commence any such Alterations that require Landlord’s consent unless and until Tenant has received the written approval of Landlord of the Alteration Plans and any and all Lenders whose consent is required under any applicable Loan Document. In no event shall Tenant use or Landlord be required to approve any architects, consultants, contractors, subcontractors or material suppliers that Landlord reasonably believes could cause labor disharmony or may not have sufficient experience, in Landlord’s reasonable opinion, to perform work in an occupied Class “A” laboratory research building and in tenant-occupied lab areas.

Alterations. Other than any alterations which constitute the Project, ​’s prior approval shall be required in connection with any alterations to any Improvements # that could reasonably be expected to have a Material Adverse Effect, # the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, # that are structural in nature, which approval may be granted or withheld in ​’s reasonable discretion, or # made during the continuance of an Event of Default (any of the foregoing, a “Material Alteration”). If the total unpaid amounts incurred and to be incurred with respect to any alterations to the Improvements from and after Completion of the Project shall at any time exceed the Alteration Threshold (unless the cost of such Material Alteration is eligible for disbursement from the Replacement Reserve Account, in which case ​ shall be given a credit for amounts on deposit in the Replacement Reserve Account), ​ shall promptly deliver to ​ as security for the payment of such amounts and as additional security for ​’s obligations under the Loan Documents any of the following: # cash, # a Letter of Credit acceptable to ​, # securities acceptable to ​, or # a completion bond acceptable to ​. Such security shall be in an amount equal to one hundred twenty-five percent (125%) of the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements over the Alteration Threshold (such security, the “Alterations Security”). Upon substantial completion of any Material Alteration, # ​ shall provide evidence satisfactory to ​ that # the Material Alteration was constructed in accordance with applicable Legal Requirements, # all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens, and # all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued and # provided no Event of Default is then continuing, any remaining Alterations Security shall be promptly returned to ​. Prior to substantial completion of any Material Alteration, to the extent the Alterations Security shall exceed one hundred twenty-five percent (125%) of the excess of the total unpaid amounts incurred and to be incurred with respect to any such Material Alteration, ​ shall be entitled to a release of such excess Alterations Security (e.g., the amount by which such Alterations Security exceeds one hundred twenty-five percent (125%) of the excess of the total unpaid amounts incurred and to be incurred with respect to any such Material Alteration) in accordance with [Section 7.4.2] hereof, applied mutatis mutandis.

ALTERATIONS. LESSEE parties shall not make structural alterations, additions, or improvements of any kind to the premises, but LESSEE may make nonstructural alterations, additions, or improvements with LESSOR’S prior written consent fallowed alterations”). All allowed alterations shall be at LESSEE’S expense and shall conform with LESSOR’S building standards and construction specifications or will be subject to restoration charges, If LESSOR or its agents provide(s) any services or maintenance in connection with allowed alterations and/or the review thereof, LESSEE will promptly pay any just invoice(s). LESSEE shall obtain, prior to the commencement of any work, a lien waiver from any contractor(s) performing work at the premises. LESSEE shall not permit mechanics’ liens or similar liens to remain upon the premises in connection with any work performed or claimed to have been performed at the direction of LESSEE and shall cause any such lien to be released or removed forthwith without cost to LESSOR. All allowed alterations shall become part of the premises and the property of LESSOR. LESSOR shall have the right at any time to make additions to the building, to change the arrangement of parking areas, stairs, or walkways, or otherwise to alter common areas or the exterior of the building. LESSEE shall move its furniture, furnishings, equipment, inventory, and other property as required by LESSOR to enable LESSOR to carry out the above-described work.

None of the Borrowers shall alter or cause or permit the alteration of any Improvements at any Property without the Agent’s prior Approval; provided, however, that if no Default has occurred and remains outstanding and if no Event of Default has occurred, such Approval shall not be unreasonably withheld, conditioned or delayed in connection with any alteration that # is not reasonably likely to result in a Material Adverse Change or an adverse effect of a material nature on the Net Cash Flow from the relevant Property, # complies with all Legal Requirements, including without limitation, Legal Requirements regarding environmental matters, landmarks and zoning, # is not reasonably likely to affect any structural component of the Improvements or the exterior of any building constituting a part of any Improvements or materially affect any utility or HVAC system contained in any Improvements, # have an aggregate cost, for all alterations pending or being actively pursued in respect of a Property at any time, of less than SEVEN HUNDRED FIFTY THOUSAND DOLLARS AND ZERO CENTS ($750,000.00) and # have an aggregate cost, with respect to all the Properties undergoing alterations at any time, of less than five percent (5%) of the Outstanding Principal Balance (each of clauses (D) and (E), a “Major Alteration Threshold”). For the avoidance of doubt, the Agent may require that the Borrowers deliver additional security to the Agent for the Borrowers’ obligations under the Loan Documents as a condition to the Agent’s approval of any alteration that would exceed either Major Alteration Threshold.

Payment for Improvements. With respect to payments to be made to Tenant's contractors for any Alterations, Tenant shall # comply with Landlord's reasonable requirements for final lien releases and waivers in connection with Tenant's payment for work to contractors, and # cause Tenant's contractor to sign Landlord's standard contractor's rules and regulations. If Tenant orders any work directly from Landlord, in connection with all Alterations, Tenant shall pay Landlord an oversight fee equal to three percent (3%) of the hard costs of such work to compensate Landlord for all overhead, general conditions, fees, and other costs and expenses arising from Landlord's involvement in such work. In any event, Tenant shall reimburse Landlord for Landlord's reasonable, actual, out-of-pocket costs and expenses actually incurred in connection with such work.

Payment for Improvements. In connection with any Alterations that affect the Building systems (other than minor changes such as adding or relocating electrical outlets and thermostats), or which have a cost in excess of $100,000, Tenant shall reimburse Landlord for Landlord's reasonable, actual, out-of-pocket costs and expenses actually incurred in connection with Landlord's review of such work.

Alterations Requirements. In the event Tenant shall desire to perform any Alterations, Tenant shall deliver to Landlord, prior to commencing such Alterations # evidence satisfactory to Landlord that Tenant carries “Builder’s Risk” insurance covering construction of such Alterations in an amount and form approved by Landlord, # such other insurance as Landlord shall reasonably require, and # a lien and completion bond or other security in form and amount satisfactory to Landlord.

Future Alterations. Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building, without the prior written consent of Landlord, which consent may be withheld or granted in Landlord’s sole and absolute discretion with respect to Structural Alterations and those Alterations which are not Structural Alterations which adversely affect the architectural character of the Building (including, without limitation, any Alteration which is directly adjacent to any exterior window), and which consent shall not be unreasonably withheld, conditioned or delayed with respect to all other Alterations. Notwithstanding the foregoing, Tenant shall have the right to make Cosmetic Changes within the Premises without requiring the consent of Landlord. Any Alterations made by Tenant shall be made: # in a good, workmanlike, first-class and reasonably prompt manner; # using new or comparable materials only (it being agreed that reclaimed or recycled products of a first class nature shall be permitted by the foregoing); # by a contractor reasonably approved in writing by Landlord (such approval not to be unreasonably withheld, conditioned or delayed), # on days and at times reasonably approved in writing by Landlord; # for Alterations requiring a building permit which are customarily overseen by an architect, under the supervision of an architect designated by Tenant and reasonably approved in writing by Landlord (such approval not to be unreasonably withheld, conditioned or delayed); # in substantial accordance with plans and specifications reasonably acceptable to Landlord, which plans and specifications shall be approved in writing by Landlord at Landlord’s standard charge (and with such acceptance by Landlord not to be unreasonably conditioned or delayed); # in accordance with all Laws and in compliance with the Master Deed, the Declaration of Trust and the Building rules and regulations described in Article XVI hereof and Landlord’s standard and reasonable operating procedures as adopted by Landlord from time to time by written notice to Tenant; # after having obtained any required consent of the holder of any Mortgage of whom Tenant has notice (which Landlord agrees to use commercially reasonable efforts to obtain where it has approved the Alterations in question); # after obtaining public liability, worker’s compensation and builder’s risk insurance policies (or the equivalent thereof) reasonably approved in writing by Landlord; # after having entered into a written agreement with any contractor, sub-contractor or sub-subcontractor whereby such entity shall be required to # indemnify and hold Landlord harmless from and against all Claims claimed against Landlord by any third party, directly or indirectly, based on, arising out of, or resulting from any negligence or willful misconduct by such contractor, sub-contractor or sub-subcontractor with respect to such entity’s work, and # obtain and maintain insurance as set forth in [Exhibit H] to this Lease, which policies shall cover every person who will perform any work with respect to such Alteration under or through such entity; and # with the obligation for Tenant to obtain and deliver to Landlord written, unconditional full or partial (as applicable) waivers of mechanics’ and materialmen’s liens against the Premises, the Commercial/Garage Unit and the Building within ten (10) business days after the applicable portion of the Alterations are completed; and # obtain such payment, performance lien bonds as Landlord shall reasonably require taking into consideration the financial condition of Tenant, except Landlord agrees that the originally named Tenant under this Lease and any Permitted Transferee or Affiliate of such originally named Tenant to which this Lease has been assigned will not be required to obtain any payment, performance or lien bonds or other security for the performance of Alterations to the Premises. If any lien (or a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall be discharged by Tenant within fourteen (14) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a reasonably acceptable bond that complies with all applicable Laws. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant’s account, Landlord having no obligation or responsibility in respect thereof except as otherwise expressly set forth in this Lease. Landlord’s approval of any plans and drawings (and changes thereto) regarding any Alterations or any contractor or subcontractor performing such Alterations shall not constitute Landlord’s representation that such approved plans, drawings, changes or Alterations comply with all Laws. Any deficiency in design or construction, although same had prior approval of Landlord, shall be solely the responsibility of Tenant. Certain Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises or the Building, fire and life safety system, the roof of the Building or any other areas outside the Premises shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (provided the cost therefor is competitive and such contractor is able to perform the applicable work within a reasonable time). In connection with any Alteration, if Tenant does not contract with Landlord to make such Alteration, the supervision fee shall be one quarter of one percent (0.25%) of the total hard cost, other than furniture, fixtures and equipment. Except with respect to Cosmetic Alterations and other Alterations not requiring a building permit, promptly after the completion of such an Alteration, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as-built (or record) drawings and CAD files showing such Alteration in place. Notwithstanding anything contained in this Lease to the contrary, the performance of any Alterations pursuant to the provisions of this Article IX or of any other provisions of this Lease or the Exhibits hereto shall not be done in a manner which would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. Tenant shall immediately stop the performance of any Alterations or other activity if Landlord notifies Tenant that continuing such Alteration or activity would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building.

Landlord's Property. All Alterations, improvements, fixtures, equipment and/or appurtenances which may be installed or placed in or about the Premises, from time to time, shall be at the sole cost of Tenant and all Alterations and improvements, shall be and become the property of Landlord and remain in place at the Premises following the expiration or earlier termination of this Lease. Notwithstanding the foregoing, Landlord may, by written notice to Tenant given at the time it consents to an Alteration, require Tenant, at Tenant's expense, to remove any Alterations within the Premises and to repair any damage to the Premises and Building caused by such removal. If Tenant fails to complete such removal and/or to repair any damage caused by the removal of any Alterations, Landlord may do so and may charge the cost thereof to Tenant. Tenant hereby protects, defends, indemnifies and holds Landlord harmless from any liability, cost, obligation, expense or claim of lien in any manner relating to the installation, placement, removal or financing of any such Alterations, improvements, fixtures and/or equipment in, on or about the Premises, which obligations of Tenant shall survive the expiration or earlier termination of this Lease. Notwithstanding the foregoing, except to the extent the same are paid for by the Tenant Improvement Allowance, the items set forth in Exhibit F attached hereto (the "Tenant's Property") shall at all times be and remain Tenant's property. Exhibit F may be updated from time to time by agreement of the parties. Tenant may remove the Tenant's Property from the Premises at any time, provided that Tenant repairs all damage caused by such removal. Landlord shall have no lien or other interest in the Tenant's Property.

Landlord's Cure. All covenants and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense and without any reduction of Rent, except to the extent, if any, otherwise expressly provided herein. If Tenant shall fail to perform any obligation under this Lease, and such failure shall continue in excess of the time allowed under Section 19.1.2, above, unless a specific time period is otherwise stated in this Lease, Landlord may, but shall not be obligated to, make any such payment or perform any such act on Tenant's part without waiving its rights based upon any default of Tenant and without releasing Tenant from any obligations hereunder.

Landlord's Title. Landlord's title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord.

Landlord's Representative. Prior to commencement of construction of the Improvements, Landlord shall designate a representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.

Tenant shall not modify the documents contained in Exhibit A without the prior written consent of Landlord's mortgagee.

with Landlord, and, at Landlord's option, Landlord's property manager and project manager, as additional insureds in an amount reasonably approved by Landlord, and otherwise in accordance with the requirements of Article 10 of this Lease, and # workers compensation insurance with a waiver of subrogation in favor of Landlord . Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien-free completion of such Alterations and naming Landlord as a co-obligee, but only if the aggregate cost of such work is expected to exceed $100,000.

“11.01 (a) (i) Subject to the further provisions of this [Section 11.01(a)], Tenant shall make no changes or alterations in or to the Premises (collectively, “Alterations”), without the prior written consent of Landlord; provided, however, that Landlord agrees not to unreasonably withhold, condition or delay its consent in accordance with the procedure set forth in Section 11.02

Lessee may, at its sole expense, reimage the Premises and make such non-structural alterations and changes as Lessee shall deem necessary, provided, however, such alterations and changes shall neither impair the structural soundness nor diminish the value of the Premises provided Lessee first obtains the consent of the Lessor in writing. The Lessee may make structural alterations and additions to the Premises provided Lessee first obtains the consent of the Lessor in writing. The Lessor agrees that it shall not withhold such consents unreasonably. Any and all alterations shall be performed by a license contractor and with a city permit meeting their code.