Common use of Payment of Costs Clause in Contracts

Payment of Costs. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to the Tenant Improvement Allowance (as defined below), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of this Workletter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. Subject to the provisions of clause (iii) below and to any other applicable provisions of this Workletter, the funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease), personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (including, without limitation, Tenant’s gene-sequencing machines as described in

Payment of Costs. Subject to any restrictions, conditions or limitations (a) Except as otherwise expressly set forth provided in this Workletter or Workletter, in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount contribution by Landlord equal to the Tenant Improvement Allowance Ten Dollars (as defined below)$10.00) per square foot, which amount is being made available by Landlord equivalent to be applied towards an aggregate allowance of up to Four Hundred Fifty-Seven Thousand Nine Hundred Forty and No/100 Dollars ($457,940.00) toward the Cost of Improvements for the construction of the such Tenant Improvements by (the “Tenant in the PremisesImprovement Allowance”), less any reduction in or charge against such amount sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter or in the Lease, Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in the Premises in excess of the Tenant Improvement AllowanceAllowance or such portion thereof as Tenant elects to use (if any such excess occurs), including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord)unavoidable delays, governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraphconditions, but Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance toward the Cost of Improvements of (or so much thereof as Tenant elects to use) for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. Subject Improvements (except to the extent any costs are incurred which are not eligible for payment or reimbursement out of the Tenant Improvement Allowance under the express provisions of clause (iii) below and to any other applicable provisions of this Worklettergoverning the Tenant Improvement Allowance, including, without limitation, the express restrictions set forth below in this paragraph). The funding of the Tenant Improvement Allowance (or so much thereof as Tenant elects to use) shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices invoices, architect’s certifications and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or expenses have been incurred expenses for the design and construction of Tenant Improvements alterations and improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or furniture, trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease)fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within two (2) years after the Rent Commencement Date under the Lease (including, without limitation, Tenant’s gene-sequencing machines shall expire and shall no longer be available to Tenant thereafter. The Tenant Improvement Allowance is provided as described inpart of the basic consideration to Tenant under the Lease and will not result in any rental adjustment or additional rent beyond the rental amounts expressly provided in Section 3.1 of the Lease.

Payment of Costs. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to the Tenant Improvement Allowance (as defined below) or the Expansion TI Allowance (as defined below), as applicable, which amount is amounts are being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises (including the Expansion Premises, if applicable), less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of this Workletter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance or the Expansion TI Allowance, as applicable, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance and/or Expansion TI Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance or Expansion TI Allowance, as applicable, toward the Cost of Improvements of the applicable Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. Subject to the provisions of clause (iii) below and to any other applicable provisions of this Workletter, the The funding of the Tenant Improvement Allowance and the Expansion TI Allowance, as applicable, shall be made within forty (40) days after Tenant’s submission of Tenant’s respective requests therefor on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance or Expansion TI Allowance, as applicable, is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or Expansion TI Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or furniture, trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease)fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease Lease. Subject to the limitation set forth in the preceding sentence, however, the Tenant Improvement Allowance and/or Expansion TI Allowance, as applicable, may be used for architectural, engineering, project management and permit-related costs and fees. As provided in the Lease, Tenant shall have access to up to two separate tenant improvement allowances in connection with the Premises and the Expansion Premises (includingif applicable), without limitation, Tenant’s gene-sequencing machines as described infollows:

Payment of Costs. Subject to any restrictions, conditions or limitations (a) Except as otherwise expressly set forth provided in this Workletter or Workletter, in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount contribution by Landlord equal to the Tenant Improvement Allowance Nine Million Nine Hundred Forty-One Thousand Nine Hundred Twenty and No/100 Dollars (as defined below), which amount is being made available by Landlord to be applied towards $9,941,920.00) toward the Cost of Improvements for the construction of the such Tenant Improvements by (the “Tenant in the PremisesImprovement Allowance”), less any reduction in or charge against such amount sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter or in the Lease, Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in the Premises in excess of the Tenant Improvement AllowanceAllowance or such portion thereof as Tenant elects to use (if any such excess occurs), including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord)unavoidable delays, governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraphconditions, but Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance toward the Cost of Improvements of (or so much thereof as Tenant elects to use) for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. Subject Improvements (except to the extent any costs are incurred which are not eligible for payment or reimbursement out of the Tenant Improvement Allowance under the express provisions of clause (iii) below and to any other applicable provisions of this Worklettergoverning the Tenant Improvement Allowance, including, without limitation, the express restrictions set forth below in this paragraph). The funding of the Tenant Improvement Allowance (or so much thereof as Tenant elects to use) shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices invoices, architect’s certifications and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or expenses have been incurred expenses for the design and construction of Tenant Improvements alterations and improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or furniture, trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease)fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (includingprovided, however, that the Tenant Improvement Allowance may be used for Costs of Improvement associated with clean rooms that are portable or removable in nature [i.e., may be installed and removed without limitationany material adverse impact on the existing improvements and Building systems in the Building], Tenantbut any such portable or removable clean rooms for which any portion of the Tenant Improvement Allowance is used shall be required to become Landlord’s gene-sequencing machines property and remain with the Building upon expiration or termination of the Lease), and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant as described inof the later to occur of (A) January 1, 2012 or (B) the date which is five (5) years after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafter. The Tenant Improvement Allowance is provided as part of the basic consideration to Tenant under the Lease and will not result in any rental adjustment or additional rent beyond the rental amounts expressly provided in Section 3.1 of the Lease.

Payment of Costs. Subject to any restrictions, conditions or limitations expressly set forth in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to the Tenant Improvement Allowance (as defined below), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of this Workletter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited toa) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. Subject to the provisions of clause paragraph. 3(b) below, Landlord's Work shall be installed at Tenant's sole cost and expense. Tenant agrees to pay to Landlord the cost of Landlord's Work and all related soft costs for the Building (iiiincluding general contractor overhead, profit and general conditions, i.e., direct costs for rubbish removal, hoisting, and similar items), plus five percent (5%) below and to any other applicable provisions of this Workletter, the funding cost of the Tenant Improvement Allowance Improvements for Landlord's overhead and supervision of the Tenant Improvement, upon being billed therefor for part or all of such work as the cost thereof is incurred by Landlord. The items to be included in the cost of Landlord's Work and the related soft costs for the Building shall include but not be limited to those types of items set forth in the proposed budget for the Building attached hereto as Rider E and the interest insured on construction and permanent financing of the building prior to the Commencement. Date and all related fees is connection with the construction and permanent financing of the Building. Landlord may render bills with supporting sworn statements and lien waivers to Tenant at the end of each month for the cost of work incurred by Landlord during said month, which bills shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord due and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender payable no later than the thirtieth (if any30th) may reasonably prescribe (which conditions may include, without limitation, day after delivery of invoices and/or other evidence reasonably satisfactory such bills to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible Tenant. Any such xxxx net so paid when due shall bear interest at an annual rate from time to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, tune equal to (i) under no circumstances two percent (2%) plus (ii) the corporate base rate charged by the First National Bank of Chicago from time to time from the date of such xxxx to the date of payment thereof. The amounts set forth in this paragraph 3 shall the Tenant Improvement Allowance or any portion thereof be used or useable payable by Tenant for any moving or relocation expenses of Tenant, whether or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as specifically authorized in not the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord Term shall have commenced. If Tenant shall fail to pay any of such amounts, the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease), personal property or any other item or element which, same shall be deemed additional rent under the applicable provisions of the Lease, will not become Landlord’s property Lease and remain with the Building upon expiration or termination of the Lease (including, without limitation, Tenant’s gene-sequencing machines as described inLandlord may pursue its legal remedies arid rights thereunder.

Payment of Costs. Subject XXXXXXXX shall invoice CITY for work completed and invoiced by the Contractor in accordance with mutually agreed upon “unit price pay items” that are part of the bid for the CITY Project. XXXXXXXX will confirm the unit price pay item amounts with the Contractor no later than twenty (20) days after receipt of a “Notice to Proceed” and prior to the start of the performance of the CITY Project. Prior to any restrictionspayments being made hereunder, conditions CITY may inspect the work and materials for the CITY Project. Said inspections shall not be deemed to have represented that CITY made exhaustive or limitations expressly set forth continuous on-site inspections to check the quality or quantity of work performed or materials supplied for the CITY Project, nor shall it relieve XXXXXXXX of any obligations associated with its warranty requirements under this Agreement or to perform otherwise in compliance with the terms of this Workletter or Agreement. For each payment request under this Agreement, XXXXXXXX shall submit an invoice for reimbursement no more than once per month. Each payment request shall be accompanied by a signed and sealed engineer’s certificate of completion for the portion of work referenced in the Lease invoice, as well as reasonable back up documentation supporting the expenditures contained in such invoice and a partial lien release. CITY shall make reasonable efforts to review each payment request within thirty (30) days and issue payment for the approved amounts within forty-five (45) days of receipt of such request or shall provide written notice of amounts not approved (and the reasons why) within said forty-five (45) days. Notwithstanding any provisions seemingly to the contrary herein, XXXXXXXX shall pay to the Contractor all amounts for work that CITY has authorized, provided said amount is consistent and limited to the total amounts approved by CITY for the CITY Project under this Agreement and the bid for the Joint Project, inclusive of any additional amounts that may be approved by CITY as otherwise expressly provided change orders to the CITY Project. The bid awarded to the Contractor for the Joint Project and its associated contract by mutual written agreement of Landlord and Tenant, between the cost of construction Contractor and XXXXXXXX shall be herein incorporated by this reference. CITY shall at all times have access to the improvements associated with the CITY Project. XXXXXXXX will provide proper facilities for such access and observation of the Tenant Improvements shall be paid work being performed hereunder and also for any inspection or reimbursed testing thereof by Landlord up others. Upon completion of the CITY Project, CITY will inspect and confirm in writing that the improvements for the CITY Project have been constructed and installed in accordance with this Agreement. Upon such approval and clearance by applicable government authorities, XXXXXXX will convey the improvements for the CITY Project to a maximum amount equal to CITY, by Xxxx of Sale, free of any liens and encumbrances and with the Tenant Improvement Allowance warranty required under this Agreement. CITY will assume risk of loss and responsibility for ongoing operation and maintenance of the CITY Project after the one-year warranty period (as defined below), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of required under this Workletter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited toAgreement) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds for the Tenant Improvements. Subject to the provisions of clause (iii) below and to any other applicable provisions of this Workletter, the funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease), personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (including, without limitation, Tenant’s gene-sequencing machines as described inexpired.

Payment of Costs. Subject to any restrictions, conditions or limitations Except as otherwise expressly set forth provided in this Workletter or in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost Cost of construction Improvement of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount contribution by Landlord equal to Eight Million Three Hundred Thirty-One Thousand Seven Hundred Eight and no/100 Dollars ($8,331,708.00) (the “Tenant Improvement Allowance (as defined belowAllowance”), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises, less any reduction in or charge against such amount sums pursuant to any applicable provisions of the Lease or of this Workletter. Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in the Premises in excess of the Tenant Improvement AllowanceAllowance or such portion thereof as Tenant elects to use (if any such excess occurs), including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord)unavoidable delays, governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraphconditions, but Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance toward the Cost of Improvements of (or so much thereof as Tenant elects to use) for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. Subject Improvements (except to the extent any costs are incurred which are not eligible for payment or reimbursement out of the Tenant Improvement Allowance under the express provisions of clause (iii) below and to any other applicable provisions of this Worklettergoverning the Tenant Improvement Allowance, including, without limitation, the express restrictions set forth below in this paragraph). The funding of the Tenant Improvement Allowance (or so much thereof as Tenant elects to use) shall be made on a monthly basis or at other convenient intervals Intervals mutually approved by Landlord and Tenant Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices invoices, architect’s certifications and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or expenses have been incurred expenses for the design and construction of Tenant Improvements alterations and improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). An example of Landlord’s standard “Invoicing Instructions” is attached hereto as Schedule B-x and incorporated herein by this reference, but Landlord reserves the right to modify or supplement such instructions in a commercially reasonable manner as provided in the preceding sentence. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or furniture, trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease)fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, unless (and only to the extent) otherwise expressly agreed in writing by Landlord in its sole discretion, and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant as of the date that is one year after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafter. The Tenant Improvement Allowance is provided as part of the basic consideration to Tenant under the Lease (including, without limitation, Tenant’s gene-sequencing machines as described inand will not result in any rental adjustment or additional rent beyond the rental amounts expressly provided in Section 3.1 of the Lease.

Payment of Costs. Subject to any restrictions, conditions or limitations Except as otherwise expressly set forth provided in this Workletter or Workletter, in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount contribution by Landlord equal to the Tenant Improvement Allowance Thirty-Five Dollars (as defined below$35.00) per square foot, equivalent to an aggregate allowance of up to Six Hundred Forty-One Thousand Six Hundred Fifty-Five and No/100 Dollars ($641,655.00), which amount is being made available by Landlord to be applied towards toward the Cost of Improvements for the construction of the such Tenant Improvements by (the “Tenant in the PremisesImprovement Allowance”), less any reduction in or charge against such amount sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter or in the Lease, Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in the Premises in excess of the Tenant Improvement AllowanceAllowance or such portion thereof as Tenant elects to use (if any such excess occurs), including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord)unavoidable delays, governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraphconditions, but Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance toward the Cost of Improvements of (or so much thereof as Tenant elects to use) for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. Subject Improvements (except to the extent any costs are incurred which are not eligible for payment or reimbursement out of the Tenant Improvement Allowance under the express provisions of clause (iii) below and to any other applicable provisions of this Worklettergoverning the Tenant Improvement Allowance, including, without limitation, the express restrictions set forth below in this paragraph). The funding of the Tenant Improvement Allowance (or so much thereof as Tenant elects to use) shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices invoices, architect’s certifications and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or expenses have been incurred expenses for the design and construction of Tenant Improvements alterations and improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). All allowable reimbursements shall be paid to Tenant no later than sixty (60) days after Landlord’s receipt of all required documentation as described above. Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or furniture, trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease)fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (includingthe Tenant Improvement Allowance may, without limitationhowever, Tenant’s gene-sequencing machines be applied toward all costs of hiring a licensed architect for the design of all Tenant Improvements to be constructed by Tenant pursuant to this Workletter and for the cost of all permits and inspections required by any governmental authority in connection with the construction of such Tenant Improvements), and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant as described inof February 28, 2009 shall expire and shall no longer be available to Tenant thereafter. The Tenant Improvement Allowance is provided as part of the basic consideration to Tenant under the Lease and will not result in any rental adjustment or additional rent beyond the rental amounts expressly provided in Section 3.1 of the Lease.

Payment of Costs. Subject to any restrictions, conditions or limitations Except as otherwise expressly set forth provided in this Workletter or Workletter, in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount contribution by Landlord equal to the Tenant Improvement Allowance Ten Dollars (as defined below$10.00) per square foot, equivalent to an aggregate allowance of up to Three Hundred Seventy-Two Thousand Nine Hundred Thirty and No/100 Dollars ($372,930.00), which amount is being made available by Landlord to be applied towards toward the Cost of Improvements for the construction of the such Tenant Improvements by (the “Tenant in the PremisesImprovement Allowance”), less any reduction in or charge against such amount sums pursuant to any applicable provisions of the Lease or of this Workletter. Except as otherwise expressly provided in this Workletter or in the Lease, Tenant shall be responsible, at its sole cost and expense, for payment of the entire Cost of Improvements of the Tenant Improvements in the Premises in excess of the Tenant Improvement AllowanceAllowance or such portion thereof as Tenant elects to use (if any such excess occurs), including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord)unavoidable delays, governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraphconditions, but Tenant shall be entitled to use or apply utilize the entire Tenant Improvement Allowance toward the Cost of Improvements of (or so much thereof as Tenant elects to use) for the Tenant Improvements (subject to any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds on an unreimbursed basis for the Tenant Improvements. Subject Improvements (except to the extent any costs are incurred which are not eligible for payment or reimbursement out of the Tenant Improvement Allowance under the express provisions of clause (iii) below and to any other applicable provisions of this Worklettergoverning the Tenant Improvement Allowance, including, without limitation, the express restrictions set forth below in this paragraph). The funding of the Tenant Improvement Allowance (or so much thereof as Tenant elects to use) shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant Tenant, and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices invoices, architect’s certifications and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or expenses have been incurred expenses for the design and construction of Tenant Improvements alterations and improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as with respect to the cubicle modifications specifically authorized listed in the Leaseclause (iv) of Paragraph 1(g) above), if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease)fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, and (ii) any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant as of April 30, 2008 shall expire and shall no longer be available to Tenant thereafter. The Tenant Improvement Allowance is provided as part of the basic consideration to Tenant under the Lease (including, without limitation, Tenant’s gene-sequencing machines as described inand will not result in any rental adjustment or additional rent beyond the rental amounts expressly provided in Section 3.1 of the Lease.

Payment of Costs. Subject to any restrictions, conditions or limitations Tenant shall pay all costs for the Tenant Improvements except as otherwise expressly set forth in this Workletter herein or elsewhere in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to the Tenant Improvement Allowance (as defined below), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of this WorkletterLease. Tenant shall be responsible, at its sole cost and expense, for payment of have the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled right to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to for any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds for hard and soft costs associated with the Tenant Improvements. Subject to the provisions of clause (iii) below and to any other applicable provisions of this Workletter, the funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease), personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (including, without limitation, for space planning and construction documents, architectural, engineering and project management fees, consultant fees, purchase and installation of Tenant’s gene-sequencing machines signage, telephone and data cabling and equipment, secondary HVAC equipment, signage, and construction costs, up to a maximum total of the Allowance, under the conditions set forth below, but payment or nonpayment thereof shall not relieve Tenant of its responsibility and pay for all costs thereof. The Allowance shall be apportioned seventy five percent (75%) to the Initial Premises and twenty five percent (25%) to the Expansion Premises. Further, up to ten percent (10%) of the portion of the Allowance for the Initial Premises can be applied by Tenant towards moving costs, furniture for the Initial Premises, and Rent abatement related to the Initial Premises, and up to ten percent (10%) of the portion of the Allowance for the Expansion Premises can be applied by Tenant towards moving costs, furniture for the Expansion Premises, and Rent abatement related to the Expansion Premises; provided, however, that Tenant shall not be permitted to use any portion of the Allowance for Rent abatement until the Tenant Improvements for the Initial Premises and Expansion Premises, as described inapplicable, have been completed. Landlord may charge the costs of Landlord’s reasonable review and oversight up to a total of Thirty Three Thousand Three Hundred Thirty Three and No/100s Dollars ($33,333.00) per floor of the Initial Premises and Expansion Premises (the “Landlord Oversight Fee”), which Landlord Oversight Fee shall be payable out of the Allowance at the time of the Allowance draw for each respective floor. Furthermore, except as otherwise expressly provided herein and subject to any applicable limits on the application of the Allowance as set forth herein, the Allowance may not be applied to the cost of removable trade fixtures, equipment or furniture, moving costs, acquisition of equipment, or inventory.

Payment of Costs. Subject to any restrictions, conditions or limitations Tenant shall pay all costs for the Tenant Improvements except as otherwise expressly set forth in this Workletter herein or elsewhere in the Lease or as otherwise expressly provided by mutual written agreement of Landlord and Tenant, the cost of construction of the Tenant Improvements shall be paid or reimbursed by Landlord up to a maximum amount equal to the Tenant Improvement Allowance (as defined below), which amount is being made available by Landlord to be applied towards the Cost of Improvements for the construction of the Tenant Improvements by Tenant in the Premises, less any reduction in or charge against such amount pursuant to any applicable provisions of the Lease or of this WorkletterLease. Tenant shall be responsible, at its sole cost and expense, for payment of have the entire Cost of Improvements of the Tenant Improvements in excess of the Tenant Improvement Allowance, including (but not limited to) any costs or cost increases incurred as a result of delays (unless caused by Landlord), governmental requirements or unanticipated conditions (unless caused by Landlord), and for payment of any and all costs and expenses relating to any alterations, additions, improvements, furniture, furnishings, equipment, fixtures and personal property items which are not eligible for application of Tenant Improvement Allowance funds under the restrictions expressly set forth below in this paragraph, but Tenant shall be entitled right to use or apply the entire Tenant Improvement Allowance toward the Cost of Improvements of the Tenant Improvements (subject to for any applicable restrictions, conditions, limitations, reductions or charges set forth in the Lease or in this Workletter) prior to being required to expend any of Tenant’s own funds for hard and soft costs associated with the Tenant Improvements. Subject to the provisions of clause (iii) below and to any other applicable provisions of this Workletter, the funding of the Tenant Improvement Allowance shall be made on a monthly basis or at other convenient intervals mutually approved by Landlord and Tenant and in all other respects shall be based on such commercially reasonable disbursement conditions and procedures as Landlord, Project Manager and Landlord’s lender (if any) may reasonably prescribe (which conditions may include, without limitation, delivery of invoices and/or other evidence reasonably satisfactory to Landlord or Project Manager that Tenant has expended or incurred expenses for the design and construction of Tenant Improvements for which the Tenant Improvement Allowance is eligible to be expended or applied, and delivery of conditional or unconditional lien releases from all parties performing the applicable work). Notwithstanding the foregoing provisions, (i) under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable by Tenant for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture or trade fixtures (except as specifically authorized in the Lease, if applicable, or as specifically approved in writing by Landlord, in which event Landlord shall have the right, but not the obligation, to retain such moveable furniture or trade fixtures upon expiration of the Lease), personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease (including, without limitation, for space planning and construction documents, architectural, engineering and project management fees, consultant fees, purchase and installation of Tenant’s gene-sequencing machines signage, telephone and data cabling and equipment, secondary HVAC equipment, signage, and construction costs, up to a maximum total of the Allowance, under the conditions set forth below, but payment or nonpayment thereof shall not relieve Tenant of its responsibility and pay for all costs thereof. The Allowance shall be apportioned seventy five percent (75%) to the Initial Premises and twenty five percent (25%) to the Expansion Premises. Further, up to ten percent (10%) of the portion of the Allowance for the Initial Premises can be applied by Tenant towards moving costs, furniture for the Initial Premises, and Rent abatement related to the Initial Premises, and up to ten percent (10%) of the portion of the Allowance for the Expansion Premises can be applied by Tenant towards moving costs, furniture for the Expansion Premises, and Rent abatement related to the Expansion Premises; provided, however, that Tenant shall not be permitted to use any portion of the Allowance for Rent abatement until the Tenant Improvements for the Initial Premises and Expansion Premises, as described inapplicable, have been completed. Landlord may charge the costs of Landlord’s reasonable review and oversight up to a total of Thirty Three Thousand Three Hundred Thirty Three and No/100s Dollars ($33,333.00) per floor of the Initial Premises and Expansion Premises (the “Landlord Oversight Fee”), which Landlord Oversight Fee shall be payable out of the Allowance at the time of the Allowance draw for each respective floor. Furthermore, except as otherwise expressly provided herein and subject to any applicable limits on the application of the Allowance as set forth herein, the Allowance may not be applied to the cost of removable trade fixtures, equipment or furniture, moving costs, acquisition of equipment, or inventory. Exhibit C – Page 6