Common use of Effect of Transfer Clause in Contracts

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a statement, certified by an independent certified public accountant, Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times and upon five (5) days' prior written notice to audit the books, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer (other than a Change of Control), and shall have the right to make copies thereof; provided that Tenant may require Landlord and its authorized representatives execute a commercially reasonable confidentiality agreement regarding such Transferee shall be joint and severalaudit. If the Transfer Premium respecting any such Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; Transferee (each of whom shall be required to comply with the terms of this Article 14), (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such TransferTransfer or a statement that there is no Transfer Premium, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, including in connection with the Subject Space, and, in and (vi) the event of a Transfer of Tenant’s entire interest in Transferee shall fully assume this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than two percent (a “Transfer Agreement”2%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord’s costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitationaudit. Upon any assignment, the following: (a) such Transferee’s agreement assignee shall assume in writing all obligations and covenants of Tenant thereafter to be bound by all the obligations of Tenant performed or observed under this Lease (including, but not limited to, Lease. If Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject toobligations hereunder have been guaranteed, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement consent to any Transfer shall not be bound by all effective unless the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires guarantor also consents to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. In no event shall any Transferee assign, and, in the event of a Transfer of Tenant’s entire sublease or otherwise encumber its interest in this LeaseLease or further sublet any portion of the Subject Space, or otherwise suffer or permit any portion of the liability Subject Space to be used or occupied by others, except in accordance with this Section 14. Landlord or its authorized representatives shall have the right at all reasonable times during normal business hours, but not more than once for each Transfer, to audit the books, records and papers of Tenant relating to any Transfer. Landlord agrees to and shall keep and maintain the books, records, and papers of Tenant strictly confidential and shall not disclose such Transferee shall be joint and severalconfidential information to any person or entity other than Landlord’s financial or legal consultants or Landlord’s mortgagee. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 reasonable costs of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreementaudit. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).14.6

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. In no event shall any Transferee assign, and, in the event of a Transfer of Tenant’s entire sublease or otherwise encumber its interest in this LeaseLease or further sublet any portion of the Subject Space, or otherwise suffer or permit any portion of the liability Subject Space to be used or occupied by others, except in accordance with this Section 14. Landlord or its authorized representatives shall have the right at all reasonable times during normal business hours, but not more than once for each Transfer, to audit the books, records and papers of Tenant relating to any Transfer. Landlord agrees to and shall keep and maintain the books, records, and papers of Tenant strictly confidential and shall not disclose such Transferee shall be joint and severalconfidential information to any person or entity other than Landlord’s financial or legal consultants or Landlord’s mortgagee. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 reasonable costs of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease. Landlord or its authorized representatives shall have the right at all reasonable times (but no more than one (1) timer per calendar year) to audit the books, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained deficiency and, in this Article 14addition, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: if understated by more than (a) two percent (2%), Tenant shall pay Landlord's cost of such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease audit within thirty (including30) days after demand, but not limited to, Tenant’s obligation to pay Rent); and (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and ten percent (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer10%), Landlord shall be entitled to interest on the understated amount at the rate of ten percent (10%) per annum from the date upon which the understated amount would have been paid if the right, at its option, but not Transfer Premium had been accurately determined in the obligation, on behalf of Tenant, first place to pursue the date Tenant pays to Landlord in full such understated amounts; Landlord's rights pursuant to the immediately preceding sentence shall constitute Landlord's sole remedy for any or all understatement of the remedies available to Tenant under such Transfer or at law or Premium (in equity (all the absence of which remedies shall be distinct, separate and cumulativefraud by Tenant).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; and (iv) Tenant shall furnish upon Landlord’s request a statement, certified by an independent certified public accountant, Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiencydeficiency and Landlord's costs of such audit. Notwithstanding anything to No assignment or subletting shall affect the contrary contained in this Article 14continuing primary liability of Tenant (which, Landlordfollowing assignment, at its option in its sole shall be joint and absolute discretion, may require, as a condition to several with the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”assignee), which Transfer Agreementand Tenant shall not be released from performing any of the terms, among other things, shall create privity of contract between Landlord covenants and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 conditions of this Lease; . Any and (c) Tenant’s all options, first rights of refusal, tenant improvement allowances and such Transferee’s recognition of and agreement other similar rights granted to Tenant in this Lease, if any, shall only be bound assignable by all the terms and provisions Tenant as part of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)Lease.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to LandlordTransfer, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified confirmed by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the this Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, andTenant and Transferee being jointly and severally liable therefor. In the event that Tenant subleases all or any portion of the Premises in accordance with the terms of this Article 14, Tenant shall cause such subtenant to carry and maintain the same insurance coverage terms and limits as are required of Tenant, in accordance with the event terms of a Transfer Article 10 of Tenant’s entire interest in this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, the liability records and papers of Tenant relating to the determination of any Transfer Premium, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than four percent (a “Transfer Agreement”4%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions TCCs of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlordoperative assignment agreement, includingsublease, without limitationor other document effecting the Transfer, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, officer or another qualified officer of Tenant who has knowledge of real estate accounting and financial reporting practices Tenant, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no a Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall not relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Tenant and Transferee being jointly and severally liable therefor. In the event that Tenant subleases all or any portion of the Premises in accordance with the terms of this Article 14, andTenant shall cause such subtenant to carry and maintain the same insurance coverage terms and limits as are required of Tenant, in accordance with the event terms of a Transfer Article 10 of Tenant’s entire interest in this Lease, provided, however, with respect to any sublease of less than 50,000 rentable square feet, the liability references to “$10,000,000” in Section 10.3.2 shall be deemed to be “$5,000,000”. Landlord or its authorized representatives shall have the right, after ten (10) business days’ prior to Tenant, at all reasonable times to audit the books, records and papers of Tenant relating to the Transfer Premium in connection with a Transfer for which a Transfer Premium is or may be payable, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 costs of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions TCCs of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in . Notwithstanding anything to the event of a Transfer of Tenant’s entire interest contrary set forth in this Lease, the liability Original Tenant shall not be bound by any amendment or agreement which is not expressly executed and delivered by the Original Tenant, and Landlord is not authorized or entitled to rely upon any assignee or subtenant to the contrary, whether or not the same is a Permitted Transferee. Tenant shall provide Landlord with a detailed statement setting forth the calculation of any Transfer Premium Tenant and either has or will derive from such Transferee Transfer (which statement shall be joint and severalinclude reasonable documentation evidencing such calculation of Transfer Premium, if any). If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than three percent (a “Transfer Agreement”3%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's reasonable costs of contract between Landlord and such Transferee with respect audit up to the provisions a maximum of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: Five Thousand Dollars (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative$5,000.00).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; Transferee (each of whom shall be required to comply with the terms of this Article 14), (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such TransferTransfer or a statement that there is no Transfer Premium, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, including in connection with the Subject Space, and, in and (vi) the event of a Transfer of Tenant’s entire interest in Transferee shall fully assume this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord's costs of such audit. Notwithstanding anything Upon any assignment, the assignee shall assume in writing all obligations and covenants of Tenant thereafter to the contrary contained in be performed or observed under this Article 14Lease. If Tenant's obligations hereunder have been guaranteed, Landlord, at its option in its sole and absolute discretion, may require, as a condition 's consent to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall not be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement effective unless the guarantor also consents to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such FOUR EMBARCADERO CENTER 607152.05/WLA [Nighthawk Radiology Services, LLC] E2621-081/1-8-07/kt/kt -31- [AMLGMN] consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon LandlordXxxxxxxx’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of TenantXxxxxx’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (includingwhich, in the event of an assignment of this Lease, shall include, but shall not be limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a statement, certified by an independent certified public accountant, Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices complete statement setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, includingand (vi) such Transfer shall at all times be subject and subordinate to the terms of this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, without limitationrecords and papers of Tenant relating to any Transfer, in connection and shall have the right to make copies thereof Landlord agrees, if set forth in, and required by, a written document between Tenant and a Transferee (the “Assignment Document”), (i) to amend the notice blocks set forth on the first page of the Lease to add one (1) additional party and (ii) to deliver to the Tenant or its successor concurrently with the Subject Spacedelivery thereof to such Transferee, andcopies of any notices of default delivered pursuant to the terms of this Lease. Additionally, in if requested of Landlord pursuant to the event of a Transfer of Tenant’s entire interest Assignment Document, the Transferee shall have the right to cure any default under this Lease within the applicable cure period provided for the Tenant in this Lease, the liability of Tenant and such Transferee shall be joint and several. If the Transfer Premium respecting any Transfer shall be found understatedAssignment Document permits the Tenant to recover possession of the Premises and again become the “Tenant” under this Lease, Landlord agrees to accept Tenant shall, within thirty (30) days after demand, pay as the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant Tenant” under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)pursuant thereto.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions TCCs of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right, andupon not less than five (5) business days’ advance written notice to Tenant, to audit the books, records and papers of Tenant relating to any Transfer, subject to the following limitations: (A) the audit must occur during the normal business hours of Tenant at Tenant’s office in the event of a Transfer Building or at such other location as Tenant may reasonably designate in the San Francisco Bay Area; (B) the audit shall last no longer than one (1) business day; (C) Landlord and its authorized representatives shall have no right to make copies of Tenant’s entire interest books, records and papers; (D) Landlord shall not conduct any such audit more than once during any twelve (12) month period (provided, however, that the foregoing limitation shall no longer apply if the Transfer Premium is found at any time to be understated) by more than three percent (3%); and (E) Landlord shall enter into Landlord’s standard commercially reasonable form of confidentiality agreement with Tenant, which agreement shall cover confidential financial information provided by Tenant to Landlord in this Lease, the liability of Tenant and connection with such Transferee shall be joint and severalaudit. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 costs of this Lease; and such audit up to a maximum of Five Thousand Dollars (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative$5,000.00).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, officer or another qualified officer of Tenant who has knowledge of real estate accounting and financial reporting practices Tenant, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times, andupon not less than five (5) business days notice to Tenant, in to audit the event of a Transfer of Tenant’s entire interest in this Leasebooks, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than four percent (4%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything Likewise, if the Transfer Premium is found to the contrary contained in this Article 14be overstated, LandlordLandlord shall, within thirty (30) days, at its option in its sole and absolute discretionLandlord’s option, may require, as a condition to either refund the validity of any Transfer, that both amount overpaid by Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, or credit Tenant’s obligation to pay Rent); (b) next rent due in the amount of such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)overpayment.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlordcommercially reasonable form, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s ’s, obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, reasonably requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s 's option, a “"Transfer Agreement,” " as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s 's entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than four percent (4%), Tenant shall pay Landlord's costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “"Transfer Agreement”"), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s 's agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s 's obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s 's acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s 's rights under Section 19.3 of this Lease; and (cC) Tenant’s 's and such Transferee’s 's recognition of and an agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, reasonably requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease. Landlord or its authorized representatives shall have the right at all reasonable times (but no more than one (1) time per calendar year) to audit the books, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained deficiency and, in this Article 14addition, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: if understated by more than (a) two percent (2%), Tenant shall pay Landlord’s cost of such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease audit within thirty (including30) days after demand, but not limited to, Tenant’s obligation to pay Rent); and (b) such Transferee’s acknowledgment often percent (10%), and agreement that such Transfer Landlord shall be subordinate and subject to, entitled to interest on the understated amount at the rate of ten percent (10%) per annum from the date upon which the understated amount would have been paid if the Transfer Premium had been accurately determined in the first place to the date Tenant pays to Landlord in full such understated amounts; Landlord’s rights under Section 19.3 of this Lease; and (c) Tenantpursuant to the immediately preceding sentence shall constitute Landlord’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, sole remedy for any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all understatement of the remedies available to Tenant under such Transfer or at law or Premium (in equity (all the absence of which remedies shall be distinct, separate and cumulativefraud by Tenant).

Effect of Transfer. 14.5.1 If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s 's option, a “"Transfer Agreement,” " as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. At Landlord’s request, and, in Tenant shall provide documented evidence of the event calculation of a any Transfer of Tenant’s entire interest in this Lease, Premium and if Landlord disputes any such documented evidence provided by Tenant then Landlord shall have the liability of Tenant and such Transferee right to contest same at which time the dispute shall be joint and severalsubmitted to binding arbitration in accordance with the rules of the American Arbitration; provided, however, Tenant shall pay to Landlord the amount computed by Tenant as Landlord’s share of the Transfer Premium. If the Transfer Premium respecting any Transfer shall be found understatedunderstated as reasonably and mutually determined by Landlord and Tenant (or as a result of the findings of the arbitration), Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything All costs and expenses incurred by a party as a result of any such arbitration shall be paid by the prevailing party (that being the party whose position is closest economically to the contrary contained in this Article 14amount determined to be the correct calculation of the Transfer Premium); provided, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transferhowever, that both if Tenant’s calculation of the Transfer Premium was understated by Tenant and such Transferee enter into a separate written agreement directly with Landlord by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity reimburse Landlord for the reasonable and actual out of contract between pocket costs and expenses paid by Landlord and such Transferee directly in connection with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)arbitration.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, Space and, in the event of a Transfer of Tenant’s 's entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than three percent (3%), Tenant shall pay Landlord's costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “"Transfer Agreement”"), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s 's agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s 's obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s 's acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s 's rights under Section 19.3 19.2.4 of this Lease; and (cC) Tenant’s 's and such Transferee’s 's recognition of and an agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).. S:\PFG\Castlight Health Lease\Lease_RV11.docx: 5/6/15

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than five percent (5%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be subject to and bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall not include obligations that Tenant has retained pursuant to the terms of the sublease agreement; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. In no event shall any Transferee assign, and, in the event of a Transfer of Tenant’s entire sublease or otherwise encumber its interest in this LeaseLease or further sublet any portion of the Subject Space, or otherwise suffer or permit any portion of the liability Subject Space to be used or occupied by others, except in accordance with this Section 14. Landlord or its authorized representatives shall have the right at all reasonable times during normal business hours, but not more than once for each Transfer, to audit the books, records and papers of Tenant relating to any Transfer. Xxxxxxxx agrees to and shall keep and maintain the books, records, and papers of Tenant strictly confidential and shall not disclose such Transferee shall be joint and severalconfidential information to any person or entity other than Landlord’s financial or legal consultants or Landlord’s mortgagee. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 reasonable costs of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreementaudit. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).14.6

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to evidencing the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than five percent (5%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, . Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement that the Transfer shall be subject to be bound by all the obligations terms and provisions of Tenant under this Lease Lease, (including, but not limited to, Tenant’s obligation to pay Rent); (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” in substantially the form attached hereto as Exhibit J, provided that Landlord shall have the right to make reasonable changes to such form or add reasonable provisions as may be necessary to address circumstances or issues currently not contemplated by the parties) as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than five percent (5%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than three percent (3%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s 's option, a “"Transfer Agreement,” " as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s 's entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord's costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “"Transfer Agreement”"), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s 's agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s 's obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s 's acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s 's rights under Section 19.3 of this Lease; and (cC) Tenant’s 's and such Transferee’s 's recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any 44 000 XXXXXXX XXXXXXXXX [Atara Biotherapeutics, Inc.] default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s 's option, a “"Transfer Agreement,” " as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s 's entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord's costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “"Transfer Agreement”"), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s 's agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s 's obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s 's acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s 's rights under Section 19.3 of this Lease; and (cC) Tenant’s 's and such Transferee’s 's recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlordcommercially reasonable form, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) except as specifically set forth below, no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space; provided, andhowever, Tenant shall be relieved and released from all liability under this Lease (A) as of the date of an assignment if the Transferee has a "Net Worth," as that term is set forth in Section 14.8 below, computed as of the date of such Transfer, in excess of $75,000,000, or (B) at any time after such assignment when Transferee satisfies the event "Minimum Financial Requirements" set forth in Article 21 of a Transfer of Tenant’s entire interest in this Lease. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than three percent (a “Transfer Agreement”3%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s 's option, a “"Transfer Agreement,” " as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s 's entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiencydeficiency and if understated by more than two percent (2%), Tenant shall pay Landlord's costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option opinion in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, Transfer that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “"Transfer Agreement”"), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s 's agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s 's obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s 's acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s 's rights under Section 19.3 of this Lease; and (cC) Tenant’s 's and such Transferee’s 's recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, Space and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than five percent (5%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 19.2.4 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Subject to the terms of this Article 14, if ------------------ Landlord consents to a Consent Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Consent Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form Transfer, and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a reasonable statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, officer or another other appropriate officer of Tenant who has knowledge of real estate accounting and financial reporting practices Tenant, setting forth in reasonable detail the computation of any Transfer Premium Tenant has derived and shall expects to derive from such Transfer. Except as set forth in Section 14.4 above, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space; provided, andhowever, Tenant and the Guarantor shall be relieved and released from all liability under this Lease if the Transferee and/or any guarantor of the Transferee's obligations under this Lease (pursuant to a written guaranty in the event form attached hereto as Exhibit L) has a long term debt --------- credit rating from Standard & Poors of BBB- or better and a Transfer combined net worth of Tenant’s entire interest $250,000,000 or more; provided further, however, that such Transferee's obligations shall be guaranteed under a guaranty in the same form as the Guaranty attached to this Lease as Exhibit L if Transferee is a wholly-owned --------- subsidiary or controlled by a third party entity, or, at Landlord's sole election, an agreement other than a guaranty may be reached between Landlord and the entity controlling the Transferee, whereby such entity agrees not to denigrate the financial condition of such Transferee during the term of the Lease. Landlord or its authorized representatives shall have the right at all reasonable times during normal business hours following ten (10) business days advance notice to audit the books, the liability records and papers of Tenant and such Transferee shall be joint and severaldirectly relating to any Consent Transfer. If the Transfer Premium respecting any Consent Transfer shall be found understated, Tenant shallor overstated, the appropriate party shall within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14other the deficiency or excess, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than ten percent (a “Transfer Agreement”10%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord Miramar consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; modified except that the term Tenant as it is used in this Lease shall be deemed to refer, also, to the Transferee, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to LandlordMiramar, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to LandlordMiramar, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s Miramar's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information (v) except as otherwise agreed in writing between Miramar and documentation; a Transferee at the time of Transfer, a Transferee shall have all of the rights and obligations of or attributed to Tenant under this Lease, and (vvi) must surrender the premises at the same time as the Tenant, upon the expiration of Tenant's Lease Term, or upon any earlier termination of this Lease for Initial Here: Tenant: -------------- Landlord: ------------ any reason and regardless the expiration of the Lease Term between the Transferee and the Tenant, (vii) no Transfer relating to this Lease or agreement entered into into. with respect thereto, . whether with or without Landlord’s Miramar's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Subject, Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”“), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in . Notwithstanding anything to the event of a Transfer of Tenant’s entire interest contrary set forth in this Lease, the liability original Tenant named in this Lease shall not be bound by any amendment or agreement which is not expressly executed and delivered by the original Tenant named in this Lease, and Landlord is not authorized or entitled to rely upon any assignee or subtenant to the contrary, whether or not the same is a Permitted Transferee. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than two percent (a “Transfer Agreement”2%), which Transfer AgreementTenant shall pay Landlord’s costs of such audit. In connection with such audit, among other things, shall create privity of contract between Landlord and such Transferee with respect Landlord’s agents must agree in advance to the provisions follow Tenant’s reasonable rules and procedures regarding inspections of this Article 14Tenant’s records, and shall contain execute a commercially reasonable confidentiality agreement regarding such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)inspection.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions TCCs of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in . Notwithstanding anything to the event of a Transfer of Tenant’s entire interest contrary set forth in this Lease, the liability Original Tenant shall not be bound by any amendment or agreement which is not expressly executed and delivered by the Original Tenant, and Landlord is not authorized or entitled to rely upon any assignee or subtenant to the contrary, whether or not the same is a Permitted Transferee. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than three percent (a “Transfer Agreement”3%), which Transfer AgreementTenant shall pay Landlord’s costs of such audit. In connection with such audit, among other things, shall create privity of contract between Landlord and such Transferee with respect Landlord’s agents must agree in advance to the provisions follow Tenant’s reasonable rules and procedures regarding inspections of this Article 14Tenant’s records, and shall contain execute a commercially reasonable confidentiality agreement regarding such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)inspection.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on a basis of the number of rentable square feet of the Subject Space in proportion to the number of square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 13.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the this Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space; provided, andhowever, if Tenant provides to Landlord reasonably satisfactory evidence that the Transferee satisfies the Release Criteria (as defined in Section 14.8), then Landlord shall release Tenant from any liability first arising under this Lease after the effective date of the Transfer. In no event of a Transfer of Tenant’s entire shall any Transferee assign, sublease or otherwise encumber its interest in this LeaseLease or further sublet any portion of the Subject Space, or otherwise suffer or permit any portion of the liability Subject Space to be used or occupied by others, except in accordance with this Section 14. Landlord or its authorized representatives shall have the right at all reasonable times during normal business hours, but not more than once for each Transfer, to audit the books, records and papers of Tenant relating to any Transfer. Landlord agrees to and shall keep and maintain the books, records, and papers of Tenant strictly confidential and shall not disclose such Transferee shall be joint and severalconfidential information to any person or entity other than Landlord's financial or legal consultants or Landlord's mortgagee. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's reasonable costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreementaudit. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).14.7

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions TCCs of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in . Notwithstanding anything to the event of a Transfer of Tenant’s entire interest contrary set forth in this Lease, the liability Original Tenant shall not be bound by any amendment or agreement which is not expressly executed and delivered by the Original Tenant, and Landlord is not authorized or entitled to rely upon any assignee or subtenant to the contrary, whether or not the same is a Permitted Transferee. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than two percent (a “Transfer Agreement”2%), which Transfer AgreementTenant shall pay Landlord's costs of such audit. In connection with such audit, among other things, shall create privity of contract between Landlord and such Transferee with respect Landlord's agents must agree in advance to the provisions follow Tenant's reasonable rules and procedures regarding inspections of this Article 14Tenant's records, and shall contain execute a commercially reasonable confidentiality agreement regarding such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)inspection.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s Xxxxxxxx's request a complete statement, certified by an independent certified public accountant, or Tenant’s 's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the this Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space; provided, andhowever, if Tenant provides to Landlord reasonably satisfactory evidence that the Transferee satisfies the Release Criteria (as defined in Section 14.8), then Landlord shall release Tenant from any liability first arising under this Lease after the effective date of the Transfer. In no event of a Transfer of Tenant’s entire shall any Transferee assign, sublease or otherwise encumber its interest in this LeaseLease or further sublet any portion of the Subject Space, or otherwise suffer or permit any portion of the liability Subject Space to be used or occupied by others, except in accordance with this Section 14. Landlord or its authorized representatives shall have the right at all reasonable times during normal business hours, but not more than once for each Transfer, to audit the books, records and papers of Tenant relating to any Transfer. Xxxxxxxx agrees to and shall keep and maintain the books, records, and papers of Tenant strictly confidential and shall not disclose such Transferee shall be joint and severalconfidential information to any person or entity other than Landlord's financial or legal consultants or Landlord's mortgagee. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than five percent (a “Transfer Agreement”5%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's reasonable costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreementaudit. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).14.7

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; , (ii) such consent shall not be deemed consent to any DOCPROPERTY "Document number" 4884-2045-4146. DOCPROPERTY "Document version" 4 DOCPROPERTY "Client" 186772. DOCPROPERTY "Matter" 00003/ SAVEDATE \@ M-d-yy 3-21-23/ DOCPROPERTY "User Init" mem/ DOCPROPERTY "Typist Init" ejs DOCPROPERTY "Footer Notes" HEALTHPEAK[Towers at Sierra Point][Tempest Therapeutics, Inc.] further Transfer by either Tenant or a Transferee; , (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s 's request a complete statement, certified by an independent certified public accountant, Tenant’s or Xxxxxx's chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s 's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times and upon reasonable written notice to Tenant to audit the books, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability records and papers of Tenant relating to any Transfer, and such Transferee shall be joint and severalhave the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a separate written agreement directly with Landlord if understated by more than two percent (a “Transfer Agreement”2%), which Transfer Agreement, among other things, Tenant shall create privity pay Landlord's costs of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (a) such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent); (b) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (c) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative)audit.

Effect of Transfer. If Landlord consents to a Transfer, then (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified; (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee; (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form and content reasonably acceptable to Landlord, including, without limitation, at Landlord’s option, a “Transfer Agreement,” as that term is defined in this Section 14.5, below; (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, or another officer of Tenant who has knowledge of real estate accounting and financial reporting practices setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, together with reasonable backup information and documentation; and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space, and, in the event of a Transfer of Tenant’s entire interest in this Lease, the liability of Tenant and such Transferee shall be joint and several. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit. Notwithstanding anything to the contrary contained in this Article 14, Landlord, at its option in its sole and absolute discretion, may require, as a condition to the validity of any Transfer, that both Tenant and such Transferee enter into a commercially reasonable separate written agreement directly with Landlord (a “Transfer Agreement”), which Transfer Agreement, among other things, shall create privity of contract between Landlord and such Transferee with respect to the provisions of this Article 14, and shall contain such terms and provisions as Landlord may reasonably require, including, without limitation, the following: (aA) 811311.04/WLA 378421-00002/2-14-20/mem/mem -38- 000 XXXXXXX XXXXXXXXX [Akero Therapeutics, Inc.] except to the extent expressly provided to the contrary in a sublease, such Transferee’s agreement to be bound by all the obligations of Tenant under this Lease (including, but not limited to, Tenant’s obligation to pay Rent), provided that, in the event of a Transfer of less than the entire Premises, the obligations to which such Transferee shall agree to be so bound shall be prorated on the basis of the number of rentable square feet of the Subject Space in proportion to the number of rentable square feet in the Premises; (bB) such Transferee’s acknowledgment of, and agreement that such Transfer shall be subordinate and subject to, Landlord’s rights under Section 19.3 of this Lease; and (cC) Tenant’s and such Transferee’s recognition of and agreement to be bound by all the terms and provisions of this Article 14, including, but not limited to, any such terms and provisions which Landlord, at its option, requires to be expressly set forth in such Transfer Agreement. Upon the occurrence of any default by Transferee under such Transfer, Landlord shall have the right, at its option, but not the obligation, on behalf of Tenant, to pursue any or all of the remedies available to Tenant under such Transfer or at law or in equity (all of which remedies shall be distinct, separate and cumulative).