Definition of Landlord’s Work. As used herein, “Landlord’s Work” shall mean the work of constructing the Tenant Improvements.

Completion of Landlord’s Work. Landlord shall substantially complete or cause to be substantially completed Landlord’s Work in a good and workmanlike manner, in accordance with the Tl Permit subject, in each case, to Minor Variations and normal “punch list” items of a non-material nature that do not interfere with the use of the Premises and with a certificate or temporary certificate of occupancy (or an equivalent approval having been issued) for the Premises permitting lawful occupancy of the Premises (but specifically excluding any permits, licenses or other governmental approvals required to be obtained in connection with Tenant’s operations in the Premises) (“Substantial Completion” or “Substantially Complete”). Notwithstanding the foregoing, Landlord’s Work shall not be considered Substantially Completed until the Walk-Through Inspection (as defined below) has been completed. Upon Substantial Completion of Landlord’s Work, Landlord shall require the Tl Architect and the general contractor to execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion in the form of the American Institute of Architects (“AIA”) document [[Unknown Identifier]]. For purposes of this Work Letter, “Minor Variations” shall mean any modifications reasonably required: # to comply with all applicable Legal Requirements and/or to obtain or to comply with any required permit (including the Tl Permit); # to comply with any request by Tenant for modifications to Landlord’s Work; # to comport with good design, engineering, and construction practices that are not material; or # to make reasonable adjustments for field deviations or conditions encountered during the construction of Landlord’s Work. Landlord shall provide Tenant notice of any such Minor Variations. For purposes of this Work Letter, “Walk-Through Inspection” shall mean that Landlord and Tenant have together, within 1 business day after request from Landlord to do so, conducted a walk-through inspection of the Premises to create a punch list reasonably acceptable to Landlord and Tenant.

Notwithstanding the provisions of Section 3.01, Landlord, at its expense, shall also perform the work on Exhibit F (“Landlord’s work”) prior to the Commencement Date. Tenant shall be provided access to the Demised Premises for the performance of Tenant’s work during the performance of Landlord’s work provided Tenant does not hinder or delay the performance of Landlord’s work.

Landlord shall perform items (i) and (ii) of Landlord’s Work (described below) within a reasonable period after the Commencement Date and shall perform item # of Landlord’s Work within a reasonable period after Tenant notifies Landlord in writing which items listed on Exhibit C designated for Tenant that Tenant has elected for Landlord to perform. Landlord shall cause Landlord’s Work to be performed in a good and workmanlike manner, in accordance with Legal Requirements and shall use reasonable efforts not to unreasonably interfere with Tenant’s use of the Premises during the performance of Landlord’s Work pursuant to this paragraph. Tenant acknowledges that Landlord shall require access to the Premises after the Commencement Date in order to complete Landlord’s Work. Landlord and its contractors and agents shall have the right to enter the Premises to complete Landlord’s Work upon reasonable prior written notice to Tenant and Tenant shall reasonably cooperate with Landlord in connection with the same. Tenant acknowledges that Landlord’s completion of Landlord’s Work may adversely affect Tenant’s use and occupancy of the Premises. Tenant waives all claims against Landlord in connection with the construction of Landlord’s Work in accordance with this paragraph including, without limitation, claims for rent abatement. As used herein, the term “Landlord’s Work” shall mean # the installation of the existing glasswash, the cost of which shall be paid for by Landlord, # replacement of the existing dishwasher in the kitchen, the cost of which shall be paid for by Landlord and # the work described on Exhibit C which Tenant elects in writing on or before the date that is 30 days after the Commencement Date to have Landlord perform. Landlord shall be responsible for up to $5,000 of the cost of Landlord’s Work described on Exhibit C elected by Tenant. Tenant shall be responsible for any costs incurred for such Landlord’s Work elected by Tenant in excess of $5,000 (as reflected in the budget shown on Exhibit C) and for any additional costs of Landlord’s Work in excess of $5,000 resulting from delays caused by Tenant or changes made by Tenant to the scope of Landlord’s Work, which excess costs shall be payable by Tenant within 10 business days after receipt written request therefor from Landlord. Landlord shall be responsible for increases in the cost of Landlord’s Work shown in the budget attached as Exhibit C not resulting from delays caused by Tenant or changes made by Tenant to the scope of Landlord’s Work.

If Tenant fails to timely perform the Specific Delivery Work, Landlord shall have the right to perform the Specific Delivery Work and, in that event, Tenant shall pay Landlord the costs incurred by Landlord in performing the Specific Delivery Work upon demand.

(i) Following the date (the “6th Floor Post-Commencement Work Start Date”) Tenant shall have completed all demolition work with respect to the 6th Floor Space as part of Tenant’s Work and provided that the 6th Floor Space is then in a condition reasonably required in connection with the commencement and performance of Landlord’s 6th Floor Post-Commencement Work (provided that Tenant shall give Landlord notice setting forth the date such demolition work shall be completed and the 6th Floor Space shall be in the condition required hereunder at least ten (10) Business Days prior to such date), Landlord, at Landlord’s sole cost and expense, shall commence and thereafter diligently perform the work identified on Exhibit C annexed hereto (the “Landlord’s 6th Floor Post-Commencement Work”); it being understood that any of the work detailed in this sentence shall be performed in coordination with Tenant’s performance of certain portions of Tenant’s Work in the 6th Floor Space and Tenant hereby permits Landlord (and Landlord’s contractors and agents) access to the 6th Floor Space to perform such work and shall minimize the interference with Landlord in Landlord’s performance of such work and Landlord shall not be required to perform any such work on an overtime or premium-pay basis. Landlord shall endeavor to provide Tenant with notice at least ten (10) Business Days’ prior to the date Landlord reasonably anticipates that Landlord’s 6th Floor Post-Commencement Work shall be Substantially Completed (which notice may be given prior to the actual date of such Substantial Completion); it being expressly agreed by Tenant that Landlord shall have no liability to Tenant if Landlord fails to give such notice and the date set forth in such notice shall not be or be deemed to affect the 6th Floor Commencement Date or the date upon which Substantial Completion of Landlord’s 6th Floor Post-Commencement Work actually occurs. In connection with any Landlord’s 6th Floor Post-Commencement Work performed by Landlord, Tenant shall have no claim for any rent abatement and shall not be entitled to make any claim for constructive or actual eviction in connection therewith. Tenant acknowledges and agrees that the Landlord’s 6th Floor Post-Commencement Work shall be performed by Landlord during regular business hours and same may interfere with Tenant’s ordinary conduct of business (though Tenant hereby waives any claim against Landlord in connection therewith). Following Substantial Completion of Landlord’s 6th Floor Post-Commencement Work, Landlord and Tenant (to the extent that Tenant makes a representative reasonably available) shall conduct a walk-through inspection of the 6th Floor Space and shall identify any Punch List Items with respect to Landlord’s 6th Floor Post-Commencement Work. Landlord shall use commercially reasonable efforts to complete such Punch List Items within thirty (30) days following notice from Tenant thereof (which thirty (30) day period shall be subject to extension due to casualty, condemnation, Tenant Delays and Unavoidable Delays). Tenant hereby acknowledges and agrees that such Punch List Items may be performed in coordination with Tenant’s performance of any Tenant’s Work (as defined below) in the 6th Floor Space and may be performed following Tenant’s occupancy thereof for the conduct of its business and Tenant hereby permits Landlord (and Landlord’s contractors and agents) access to the 6th Floor Space to perform such work and shall minimize the interference with Landlord in Landlord’s performance of such work and Landlord shall not be required to perform any such work on an overtime or premium-pay basis. Subject to the immediately preceding sentence, Landlord and Tenant shall reasonably cooperate with each other and use reasonable efforts to coordinate the performance of any such Punch List Items and Tenant’s Work as necessary to minimize interference with the other party’s work being performed in the 6th Floor Space. In connection with any Punch List Items performed by Landlord, Tenant shall have no claim for any rent abatement and shall not be entitled to make any claim for constructive or actual eviction in connection therewith. Tenant acknowledges and agrees that the Punch List Items shall be performed by Landlord during regular business hours and same may interfere with Tenant’s ordinary conduct of business (though Tenant hereby waives any claim against Landlord in connection therewith).

Tenant’s Access Rights. Landlord hereby agrees to permit Tenant access, at Tenant’s sole risk and expense, to the Premises # 45 days prior to the Commencement Date to perform any work (“Tenant’s Work”) required by Tenant other than Landlord’s Work, provided that such Tenant’s Work is coordinated with the Tl Architect and the general contractor, and complies with the Lease and all other reasonable restrictions and conditions Landlord may impose, and # prior to the completion of Landlord’s Work, to inspect and observe work in process; all such access shall be during normal business hours or at such other times as are reasonably designated by Landlord. Notwithstanding the foregoing, Tenant shall have no right to enter onto the Premises or the Project unless and until Tenant shall deliver to Landlord evidence reasonably satisfactory to Landlord demonstrating that any insurance reasonably required by Landlord in connection with such pre-commencement access (including, but not limited to, any insurance that Landlord may require pursuant to the Lease) is in full force and effect. Any entry by Tenant shall comply with all established safety practices of Landlord’s contractor and Landlord until completion of Landlord’s Work and acceptance thereof by Tenant.

Permits, Certificate of Occupancy. Except as provided below, Landlord shall obtain all necessary permits in connection with the Landlord Work. On or before the date Landlord tenders delivery of the Expansion Space to Tenant, Landlord agrees to obtain all final inspection approvals which are required for Landlord to deliver the Expansion Space to Tenant with the Landlord Work completed, and that can be obtained by Landlord prior to Tenant installing its fixtures, furniture and equipment. Tenant shall be responsible for applying for and obtaining all permits required for Tenant to perform the Tenant Work.

Landlord’s Authorized Representative. Landlord designates Chris Clement and Eric Hedblad (either such individual acting alone, “Landlord’s Representative”) as the only persons authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other Communication from or on behalf of Landlord in connection with this Work Letter unless such Communication is in writing from Landlord’s Representative. Landlord may change either Landlord’s Representative at any time upon not less than 5 business days advance written notice to Tenant. Landlord’s Representative shall be the sole persons authorized to direct Landlord’s contractors in the performance of Landlord’s Work.

Work Product. In the event that the Director participates in any of the Company's research and development activities ("Company Practice"), or pursues research and development activities that are premised on, or extensions of, in whole or in part, research or development activities carried on by the Company ("Derivative Practice"), then the Company shall own all right, title and interest relating to all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by the Director or jointly with others and are either materially derivative from Company Practice or Derivative Practice or involved Director's use of Company IP (collectively, “Developments”). The Director agrees to make full and prompt disclosure to the Company of all Developments and provide all Developments and all materials and concepts relating to Developments to the Company. Director hereby assigns to the Company or its designee all of the Director's right, title and interest in and to any and all Developments. The Director agrees to cooperate fully with the Company, both during and after the term of this Agreement, with respect to the procurement, maintenance and enforcement of intellectual property rights (both in the United States and foreign countries) relating to any Developments. The Director shall sign all documents which may be necessary or desirable in order to protect the Company's rights in and to any Developments, and the Director hereby irrevocably designates and appoints each officer of the Company as the Director's agent and attorney-in-fact to execute any such documents on the Director's behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Developments.