3. Middlefield Road Improvements.
(a) Subject to Landlords approval of final plans and specifications therefor, which approval shall not be unreasonably, withheld, conditioned or delayed, Tenant shall cause improvements to be completed to the interior and the exterior of the Middlefield Road Premises that are commensurate with the scope, quality, design and finishes of the improvements that were previously made by Landlord and Tenant to the Whisman Road Premises to create a high quality office/laboratory building, including renovations to the exterior of the Middlefield Road Premises that are consistent architecturally with the design and aesthetic appearance of the Whisman Road Premises (the Middlefield Road Improvements). Landlord acknowledges and agrees that the Middlefield Road Improvements may include, without limitation, the following: new rooftop HVAC units, structural upgrades to the roof system, roof membrane repairs, new carpet and other floor coverings, interior and exterior paint, new touchless restroom fixtures, additional lab space, upgrades to the board room, and creation of a cafe and eating area, including an indoor/outdoor eating space. Subject to Landlords payment of the Landlords Contribution (defined below), Tenant shall pay all other costs associated with the design, permitting, construction and installation of the Middlefield Road Improvements. Tenant shall enter into two separate construction contracts, one for the construction of any improvements to the interior of the Middlefield Road Premises and one for the construction of any improvements to the shell of the Building, including the exterior of the Building and any structural or waterproofing elements of the Building, each with a licensed general contractor approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed.
(b) Landlord shall pay Two Million Dollars ($2,000,000) (Landlords Contribution) toward the cost of the design, installation, and construction of improvements to the interior of the Middlefield Road Premises eligible for accelerated depreciation under the applicable section(s) of the Internal Revenue Code as personal property or land improvements (the Eligible Improvements) and which are specifically designated by Landlord following Landlords approval of the final plans and specifications for the Middlefield Road Improvements and the completion of a final budget for such improvements (collectively, the Designated Improvements). It is the express intention of the parties that Landlords Contribution will be paid by Landlord solely for Designated Improvements and that the Middlefield Road Improvements will include at least $2,000,000 of Eligible Improvements. However, if less than $2,000,000 of the Middlefield Road Improvements approved by Landlord are Eligible Improvements, Landlord shall nevertheless pay Tenants general contractor any remaining balance of Landlords Contribution for other approved Middlefield Road Improvements so that, subject to the other provisions of this First Amendment, the full amount of Landlords Contribution is paid by Landlord for Middlefield Road Improvements approved by Landlord. Landlord shall make payments directly to the general contractor for the Designated Improvements on a progress payment basis during construction of the Designated Improvements, which payments shall be made by Landlord within ten (10) business days after Landlords receipt of each disbursement request together with: (i) reasonably detailed invoices from the general contractor which indicate the cost of any labor and materials furnished by the general contractor and all subcontractors and suppliers for any Designated Improvements covered by the disbursement request, and (ii) a conditional release and waiver upon progress payment, or final payment, as applicable, from the general contractor, and all subcontractors and suppliers providing labor and/or materials in excess of $10,000.00, for such Designated Improvements. The construction contract(s) shall provide for