Common use of General Prohibition Clause in Contracts

General Prohibition. Without Landlord’s prior written consent subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below), Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 25% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant), and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Term.

General Prohibition. Without Landlord’s prior written consent subject to Tenant acknowledges that the economic concessions and on the conditions described in this Section 22 (including those rental rates set forth in Section 22(b) below)this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 14. Tenant shall not, not directly or indirectly, voluntarily or by operation involuntarily assign, mortgage or otherwise encumber all or any portion of law, assign its interest in this Lease or sublease in the Premises (collectively, "ASSIGNMENT") or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "SUBLEASE") or any part portion thereof or mortgagewithout obtaining the prior written consent of Landlord, pledge, or hypothecate its leasehold interest or grant any concession or license within which consent shall not be unreasonably withheld subject to the Premises, provisions of Section 14.2 hereunder and any attempt to do any of the foregoing such attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. If Notwithstanding the foregoing, if Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or has been at any time in the over-the-counter market, a transfer or series of transfers whereby 25% or more default under any of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution terms of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoingTenant may not assign, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies transfer or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant), and (ii) provided that in no event shall such financing result in a change in use of sublet the Premises from the use contemplated by Tenant at the commencement of the Termin whole or in part.

General Prohibition. Without Landlord’s prior written consent subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below)22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 2549% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that . A grant by Tenant of a license with respect to Tenant’s equipment or research facilities (as opposed to a license for the Premises) to (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafterany vendor or service provider, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant), and or (ii) provided that in no event any party sharing research or research facilities with Tenant (“Research Party”), pursuant to which such vendor, service provider or Research Party shall such financing result in a change in use be entering the Premises as an invitee of Tenant and will not have any legal right to occupy any portion of the Premises from Premises, shall not constitute an assignment or subletting requiring Landlord consent under this Section 22. Notwithstanding anything to the use contemplated by contrary contained herein, Tenant at shall be fully responsible for the commencement acts of the Termparties entering the Premises pursuant to the immediately preceding sentence and Landlord shall have no liability to or in connection with such parties.

General Prohibition. Without Landlord’s prior written consent consent, which shall not be unreasonably withheld, subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below)22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 2550% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to (x) obtain financing from institutional or ***Confidential Treatment Requested*** ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 individual investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or companies, (y) undergo a public offering offering, or (z) if Tenant is a public company, transfer shares of Tenant effected through any recognized exchange or through the “over the counter” market, any of which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant)financing, and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Term. The reasons for Landlord’s reasonable withholding of consent shall include but not be limited to: (A) the business or financial reputation of the proposed assignee or sublessee, or the business or financial reputation of any of the respective principals or officers thereof, is objectionable in Landlord’s judgment, (B) the proposed assignee or sublessee is engaged in areas of scientific research or other business concerns that are controversial such that in Landlord’s reasonable judgment they may (i) attract or cause negative publicity for or about the Building or the Project, (ii) negatively affect the reputation of the Building, the Project or Landlord, (iii) attract protestors to the Building or the Project, or (iv) lessen the attractiveness of the Building or the Project to any prospective purchasers or lenders, (C) the proposed use of the Premises by the proposed assignee or sublessee will violate any applicable Legal Requirement, (D) the proposed assignee or sublessee is at that time an occupant of the Project or negotiating with Landlord or an affiliate thereof for the lease of other space in the Project, (E) if the proposed transaction is not a sublease, the proposed assignee does not have a net worth, as of the date of the Transfer, at least equal to the greater of (x) the net worth of Tenant as of the date of the Lease, and (y) the net worth of Tenant immediately prior to the Transfer Date, or otherwise lacks the creditworthiness to support the financial obligations it would incur under the proposed assignment in Landlord’s reasonable judgment, (F) if the proposed transaction is a sublease, the proposed sublessee does not have a creditworthiness, as of the date of transfer, sufficient to support the financial obligations it would incur under the proposed sublease in Landlord’s judgment, (G) the proposed assignee or sublessee is a governmental agency, (H) in Landlord’s judgment the use of the Premises by the proposed assignee or sublessee would entail any alterations that would lessen the value of the leasehold improvements in the Premises, or would require increased services by Landlord, (I) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or sublessee, (J) the proposed assignment or sublease will create a vacancy elsewhere in the Project, or (K) the assignment or sublease is prohibited by the Holder of a Mortgage on the Premises or Project.

General Prohibition. Without Subject to the terms of Section 22(b) below, Tenant shall not, without Landlord’s prior written consent subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below)consent, Tenant which shall notnot be unreasonably withheld, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 2550% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, any public offering of shares or other ownership interest in Tenant shall have not be deemed an assignment. The reasons for Landlord’s reasonable withholding of consent shall include but not be limited to: (A) the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies business or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing financial reputation of the financing proposed assignee or sublessee, or the business or financial reputation of any of the respective principals or officers thereof, is objectionable in Landlord’s judgment, (B) the proposed assignee or sublessee is engaged in areas of scientific research or other business concerns that are controversial, in Landlord’s judgment, or its proposed use of the Premises will violate any applicable Legal Requirement, (C) the proposed assignee or sublessee is at that time an occupant of the Project or negotiating with Landlord or an affiliate thereof for the lease of other space in the Project (provided, however, that the foregoing limitation set forth in this clause (C) shall apply only if space having a similar size and utility as the Premises is available in the Project), (D) if the proposed transaction is not a sublease, the proposed assignee does not have a net worth, as of the date of the Transfer, at least 5 business days prior equal to the closing greater of the financing ((x) unless the net worth of Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafteras of the date of the Lease, and (y) the net worth of Tenant immediately prior to the Transfer Date, or otherwise lacks the creditworthiness to support the financial obligations it would incur under the proposed assignment in Landlord’s reasonable judgment, (E) if the proposed transaction is subject a sublease, the proposed sublessee does not have a creditworthiness, as of the date of transfer, sufficient to confidentiality requirements, Tenant’s advance notification shall be subject to support the financial obligations it would incur under the proposed sublease in Landlord’s execution of judgment, (F) the proposed assignee or sublessee is a non-disclosure agreement reasonably acceptable to Landlord and Tenant)governmental agency, and (iiG) provided that in no event shall such financing result in a change in Landlord’s judgment the use of the Premises from by the use contemplated by Tenant at proposed assignee or sublessee would entail any alterations that would lessen the commencement value of the Termleasehold improvements in the Premises, or would require increased services by Landlord, (H) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or sublessee, (I) the proposed assignment or sublease will create a vacancy elsewhere in the Project, or (J) the assignment or sublease is prohibited by the Holder of a Mortgage on the Premises or Project.

General Prohibition. Without Landlord’s prior written consent subject to and on the conditions described Except as expressly provided in this Section 22 (including those set forth in Section 22(b) below)Agreement, Tenant shall notno Member may Transfer any of its Shares, or any interest therein, or allow the same to be subject, directly or indirectly, voluntarily or to Transfer by operation of lawlaw or agreement, or pledge, mortgage, hypothecate, assign or transfer as security any of its Shares, without the prior written consent of the Initial Members (and, to the extent that one of the Initial Members is seeking to Transfer any Shares, the consent of the remaining Initial Member will be required in accordance with this Lease ARTICLE IX) (which consent will be conditioned upon the transferee, pledgee or sublease other secured party agreeing in writing to be bound by the Premises terms and conditions of this Agreement), except as expressly permitted by this Agreement. Notwithstanding anything in this Agreement to the contrary, without the prior written consent of the other Members, no Member may transfer or any part thereof or mortgagesell Shares owned by it until May 17, 2001, except pursuant to SECTION 9.2 of this Agreement. Any purported Transfer, pledge, mortgage or hypothecate its leasehold interest or grant hypothecation in any concession or license within the Premisesother manner shall be void, and any attempt shall not be recognized or given effect by the Company. The parties acknowledge that the Shares owned by MBE will be pledged to do any Chase Manhattan as Administrative Agent pursuant to that certain Credit Agreement dated June 10, 1998, as amended (including the Guarantee and Collateral Agreement made by U.S. Office Products Company and certain of is subsidiaries in favor of Chase Manhattan Bank as Administrative Agent dated as of June 10, 1998 and the foregoing shall be void other agreements and of no effect. If Tenant is a corporation, partnership or limited liability companyinstruments executed in connection therewith, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in "CREDIT AGREEMENT") and agree that the over-the-counter market, a transfer or series of transfers whereby 25% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution terms of this Lease Agreement shall apply to persons or entities who were not owners of the shares or other ownership interests of pledged thereunder. MBE represents and warrants to the corporationCompany and Innotrac that no consents are required to be obtained pursuant to the Credit Agreement for the execution, partnership or limited liability company at time of execution delivery and performance of this Lease, shall be deemed an assignment of this Lease requiring Agreement and the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafterServices Agreements, and (y) if that this Agreement and the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of Services Agreements will not violate the Credit Agreement or constitute a non-disclosure agreement reasonably acceptable to Landlord and Tenant), and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Termbreach thereunder.

General Prohibition. Without Landlord’s prior written consent subject to Tenant, for itself, its heirs, distributees, executors, administrators, legal representatives, successors, and on the conditions described in assigns, covenants that it will not assign, mortgage, or encumber this Section 22 (including those set forth in Section 22(b) below)Lease, Tenant shall notnor sublease, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease nor permit the Premises or any part thereof of the Premises to be used or mortgageoccupied by others, pledgewithout the prior written consent of Landlord in each instance, which consent will not be unreasonably withheld or delayed for users who intend to make the same use as Tenant, but otherwise may be arbitrarily withheld. Any assignment or sublease in violation of this Article 10 will be void. If this Lease is assigned, or hypothecate if the Premises or any part of the Premises are subleased or occupied by anyone other than Tenant, Landlord may, after default by Tenant, collect Rent from the assignee, subtenant, or occupant, and apply the net amount collected to Rent. No assignment, sublease, occupancy, nor or collection will be deemed (a) a waiver of the provisions of this Section 10.1; (b) the acceptance of the assignee, subtenant, or occupant as Tenant; or (c) a release of Tenant from the further performance by Tenant of covenants on the part of Tenant contained in this Lease. The consent by Landlord to an assignment or sublease will not be construed to relieve Tenant from obtaining Landlord's prior written consent in writing to any further assignment or sublease. No permitted subtenant may assign or encumber its leasehold interest sublease or grant further sublease all or any concession portion of its subleased space, or license within otherwise permit the subleased space or any part of its subleased space to be used or occupied by others, without Landlord's prior written consent in each instance. As a condition to its consent required by this Article 10, Landlord may require Tenant's assignee or subtenant to agree to make such alterations to the Premises that may be necessary in order to comply with the Americans with Disabilities Act of 1990 and applicable related Florida law as it applies to the use, occupancy, or alteration of the Premises, and any attempt to do any deposit with Landlord 100% of Landlord's reasonable estimate of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 25% or more of the issued and outstanding shares or other ownership interests cost of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant), and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Termalterations.

General Prohibition. Without Landlord’s prior written consent subject to Tenant acknowledges that the economic concessions and on the conditions described in this Section 22 (including those rental rates set forth in Section 22(b) below)this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 12 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 12. Tenant shall not, not directly or indirectly, voluntarily or by operation involuntarily assign, mortgage or otherwise encumber all or any portion of law, assign its interest in this Lease or sublease in the Premises (collectively, “Assignment”) or permit the Premises to be occupied by anyone other than Tenant or Tenant’s employees or sublet the Premises (collectively, “Sublease”) or any part portion thereof or mortgagewithout obtaining the prior written consent of Landlord, pledge, or hypothecate its leasehold interest or grant any concession or license within which consent shall not be unreasonably withheld subject to the Premises, provisions of Section 12.2 hereunder and any attempt to do any of the foregoing such attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. If Notwithstanding the foregoing, if Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or has been at any time in the over-the-counter market, a transfer or series of transfers whereby 25% or more default under any of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution terms of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoingTenant may not assign, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies transfer or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant), and (ii) provided that in no event shall such financing result in a change in use of sublet the Premises from the use contemplated by Tenant at the commencement of the Termin whole or in part.

General Prohibition. Without Landlord’s prior written consent consent, not to be unreasonably withheld, conditioned or delayed, subject to and on the conditions described in this Section 22 (22, including those set forth in without limitation, Section 22(b) below), Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 2549% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant)financing, and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Term.

General Prohibition. Without Landlord’s prior written consent subject to Tenant acknowledges that the economic concessions and on the conditions described in this Section 22 (including those rental rates set forth in Section 22(b) below)this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 12 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 12. Tenant shall not, not directly or indirectly, voluntarily or by operation involuntarily assign, mortgage or otherwise encumber all or any portion of law, assign its interest in this Lease or sublease in the Premises (collectively, "Assignment") or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively, "Sublease"), or any part portion thereof or mortgagewithout obtaining the prior written consent of Landlord, pledge, or hypothecate its leasehold interest or grant any concession or license within which consent shall not be unreasonably withheld subject to the Premises, provisions of Section 12.2 hereunder and any attempt to do any of the foregoing such attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. If Notwithstanding the foregoing, if Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or has been at any time in the over-the-counter market, a transfer or series of transfers whereby 25% or more default under any of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution terms of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoingTenant may not assign, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies transfer or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant), and (ii) provided that in no event shall such financing result in a change in use of sublet the Premises from the use contemplated by Tenant at the commencement of the Termin whole or in part.

General Prohibition. Without Landlord’s 's prior written consent subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below)consent, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, Premises and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter marketFor purposes of this Section, a transfer or series of transfers whereby 25% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, controlling Tenant shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22unless such ownership interests are publicly traded. Notwithstanding the foregoing, so long as Tenant is not in Default hereunder and provided that Tenant gives Landlord prior written notice of such transaction and such proposed transaction otherwise complies with or satisfies the requirements and conditions of Section 22(c) hereof, Landlord's consent shall have the right to obtain financing from institutional investors not be required, in connection with: (including venture capital funding and corporate partnersi) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under of this Section 22 requiring Landlord consentLease to a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the assets or the ownership interests of the Tenant provided that (iA) Tenant notifies Landlord such merger or consolidation, or such acquisition or assumption, as the case may be, is for a good business purpose and not principally for the purpose of transferring the Lease, (B) the net worth (as determined in writing accordance with GAAP) of the financing at least 5 business days prior to assignee is not less than the closing net worth (as determined in accordance with GAAP) of Tenant as of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafterEffective Date, and (yC) if such assignee shall agree in writing to assume all of the transaction is subject to confidentiality requirementsterms, Tenant’s advance notification shall be subject to Landlord’s execution covenants and conditions of a non-disclosure agreement reasonably acceptable to Landlord and Tenant)this Lease arising after the effective date of the assignment, and or (ii) provided that in no event shall such financing result in a change in use an assignment of this Lease or subletting of the Premises from the use contemplated by to any entity controlled by, under common control with or controlling Tenant at the commencement of the Term(either, an "AFFILIATE TRANSFER").

General Prohibition. Without Landlord’s prior written consent consent, which shall not be unreasonably withheld, conditioned, or delayed subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below)22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 2550% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to (x) obtain financing from institutional or individual investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or companies, (y) undergo a public offering offering, or (z) if Tenant is a public company, transfer shares of Tenant effected through any recognized exchange or through the “over the counter” market, any of which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant)financing, and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Term.

General Prohibition. Without Landlord’s 's prior written consent subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below)22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership partnership, or limited liability company, the shares or other ownership interests thereof which that are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 2525.0% or more of the issued and outstanding shares or other ownership interests of such corporation corporation, partnership, or limited liability company are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which that were owners thereof at time as of execution of this the Lease Date to persons or entities who that were not owners of shares or other ownership interests of the corporation, partnership partnership, or limited liability company at time as of execution of this Leasethe Lease Date, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, any public offering of shares or other ownership interest in Tenant shall not be deemed an assignment. Permitted Transfers. If Tenant desires to assign, hypothecate, or otherwise transfer this Lease or sublet the Premises other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days, but not more than 45 business days, before the date (the "Proposed Transfer Date") Tenant desires the assignment, hypothecation, other transfer, or sublease to be effective (generally, "Proposed Transfer"), Tenant shall give Landlord a notice (the "Proposed Transfer Notice") containing such information about the proposed assignee or sublessee (the "Proposed Transferee"), including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in, or released or disposed of from the Premises, the Proposed Transfer Date, any relationship between Tenant and the Proposed Transferee, and all material terms and conditions of the Proposed Transfer, including a copy of any documents, in their final form, evidencing such Proposed Transfer ("Proposed Transfer Documents"), and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 15 business days after receipt of the Proposed Transfer Notice: (x) grant or refuse such consent, in its sole discretion with respect to any Proposed Transfer that involves an assignment of this Lease, or grant or refuse such consent, in its reasonable discretion with respect to any Proposed Transfer that involves a sublease of the Premises (a "Proposed Sublease") (provided that Landlord shall further have the right to obtain financing from institutional investors (including venture capital funding review and corporate partners) which regularly invest in private biotechnology companies reasonably approve or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing disapprove the forms of the financing at least 5 business days Proposed Transfer Documents prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafterProposed Transfer Date), and or (y) if terminate this Lease with respect to the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant), and (ii) provided that space described in no event shall such financing result in a change in use the Proposed Transfer Notice as of the Premises from the use contemplated by Tenant at the commencement of the Term.Proposed Transfer Date (a "

General Prohibition. Without Landlord’s 's prior written consent subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below)consent, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, Premises and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter marketFor purposes of this Section, a transfer or series of transfers whereby 25% ownership interests controlling Tenant (other than in connection with one or more public offerings of the issued and outstanding shares or other ownership interests capital stock of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual ownersTenant) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22unless such ownership interests are publicly traded. Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors assign its interest under this Lease and/or to sublet its interest in the Premises (including venture capital funding and corporate partnersan "APPROVED TRANSFER") to any entity: (i) which regularly invest has 50% or more of the issued or outstanding shares of Tenant's stock; or (ii) in private biotechnology companies which Tenant or undergo a public offering Tenant's 50% or greater owner has more than 50% or more of ownership interest; or (iii) into which results in a change in control Tenant is merged, with which Tenant is consolidated, or which acquires all or substantially all of the assets of Tenant without such change of control constituting (collectively, an assignment under this Section 22 requiring Landlord consent"APPROVED TRANSFEREE"), provided that (i) Tenant notifies the Approved Transferee first executes, acknowledges and delivers to Landlord in writing an agreement whereby the Approved Transferee agrees to be bound by all of the financing covenants and agreements in this Lease and that the Approved Transferee shall have a net worth (determined in accordance with generally accepted accounting principals consistently applied) immediately after such Approved Transfer which is at least 5 business days equal to the net worth (as so determined) of Tenant immediately prior to the closing Approved Transfer (or as of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case date hereof, if greater). Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject provide 15 days prior written notice of an Approved Transfer to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant), and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Term.

General Prohibition. Without Landlord’s prior written consent subject to Tenant acknowledges that the economic concessions and on the conditions described in this Section 22 (including those rental rates set forth in Section 22(b) below)this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 12 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 12. Tenant shall not, not directly or indirectly, voluntarily or by operation involuntarily assign, mortgage or otherwise encumber all or any portion of law, assign its interest in this Lease or sublease in the Premises (collectively, "Assignment") or permit the Premises to be occupied by anyone other than Tenant or Tenant's employees or sublet the Premises (collectively. "Sublease") or any part portion thereof or mortgagewithout obtaining the prior written consent of Landlord, pledge, or hypothecate its leasehold interest or grant any concession or license within which consent shall not be unreasonably withheld subject to the Premises, provisions of Section 12.2 hereunder and any attempt to do any of the foregoing such attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. If Notwithstanding the foregoing, if Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or has been at any time in the over-the-counter market, a transfer or series of transfers whereby 25% or more default under any of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution terms of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoingTenant may not assign, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies transfer or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant), and (ii) provided that in no event shall such financing result in a change in use of sublet the Premises from the use contemplated by Tenant at the commencement of the Termin whole or in part.

General Prohibition. Without Landlord’s prior written consent subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below), Tenant shall not, directly or indirectlyeither voluntarily, voluntarily ------------------- involuntarily or by operation of law, directly or indirectly, sell, hypothecate, assign, encumber, mortgage, dispose of or otherwise transfer this Lease (or any portion thereof), or any of Tenant's beneficial interest therein, or sublet the Premises or any part thereof, or permit the same to be occupied by anyone other than Tenant without the prior written consent of Landlord and any attempt to do so without such prior written consent shall be null and void and shall constitute an Event of Default hereunder. Subject to the provisions of this Section 15.1 and Sections 15.2 and 15.3 below, Landlord agrees not to unreasonably withhold its consent to any proposed assignment or sublease of this Lease, provided that the proposed assignee or subtenant (i) is reasonably satisfactory to Landlord as to its creditworthiness, character and business reputation, (ii) will occupy the Premises solely for the uses permitted under this Lease and (iii) in the case of an assignment, assumes and agrees to be bound and directly responsible for all of Tenant's obligations hereunder. Landlord's consent to any such assignment or sublease shall in no event be construed as releasing Tenant from any or all of its duties, liabilities or obligations under this Lease, including, without limitation, the obligation to pay Rent and all other sums due under this Lease, nor as relieving Tenant from the requirement of obtaining Landlord's prior written consent to any further assignment or subletting. Notwithstanding any contrary provisions of this Article 15 or any contrary provisions of Article 15 of the Xxxxxxx Lease, (a) during the Term and any Extended Term(s), Tenant may sublease up to, but not more than, an aggregate of Twenty Thousand (20,000) rentable square feet of space within the Premises and/or the Xxxxxxx Premises (which 20,000 rental square feet may, at Tenant's option, include up to, but not more than, Twelve Thousand (12,000) rentable square feet in the aggregate in the Xxxxxxx Premises), upon prior written notice to Landlord but without Landlord's consent, to one (1) or more Tenant Subsidiaries (as defined in Section 1.17 above) and (b) Tenant may assign this Lease or sublease the Premises all or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within a portion of the Premises, and upon prior written notice to Landlord but without Landlord's consent, to a Tenant Affiliate (as defined in Section 1.16 above) (with the foregoing transactions being referred to in this Article 15 as "Internal Transaction.") Any assignment or sublease to a Tenant Affiliate or a Tenant Subsidiary in any attempt to do Internal Transaction shall not release or relieve Tenant of any of the foregoing shall be void and of no effect. If Tenant is a corporationits duties, partnership liabilities or limited liability companyobligations under this Lease including, without limitation, the shares or obligation to pay Rent and all other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 25% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of charges under this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless with respect to an assignment, such Tenant is prohibited from providing such notice by applicable Legal Requirements Affiliate shall assume, in which case full, all of the obligations of Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject under this Lease pursuant to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement assumption documentation reasonably acceptable to Landlord and Tenant)(y) with respect to a sublease, such Tenant Affiliate or Tenant Subsidiary and (ii) provided that in no event the proposed sublease shall such financing result in a change in use comply with all of the Premises from the use contemplated by Tenant at the commencement provisions of the TermSection 15.7 set forth below.

General Prohibition. Without Landlord’s prior written consent subject to Tenant acknowledges that the economic concessions and on the conditions described in this Section 22 (including those rental rates set forth in Section 22(b) below)this Lease were negotiated by Landlord and Tenant in consideration of, and would not have been granted by Landlord but for, the specific nature of the leasehold interest granted to Tenant hereunder, as such interest is limited and defined by various provisions throughout this Lease, including, but not limited to, the provisions of this Article 14 which define and limit the transferability of such leasehold interest. Tenant further acknowledges and agrees that the leasehold estate granted to Tenant hereunder is not a transferable interest in property, and Landlord hereby reserves the right to receive any increased rental value of the Premises during the Term as the same may be realized by any transfer of said estate, except to the extent Tenant is specifically granted the right to transfer all or part of its leasehold and to retain all or part of the increased rental value thereof pursuant to the provisions of this Article 14. Tenant shall not, not directly or indirectly, voluntarily or by operation involuntarily assign, mortgage or otherwise encumber all or any portion of law, assign its interest in this Lease or sublease in the Premises (collectively, “ASSIGNMENT”) or permit the Premises to be occupied by anyone other than Tenant or Tenant’s employees or sublet the Premises (collectively, “SUBLEASE”) or any part portion thereof or mortgagewithout obtaining the prior written consent of Landlord, pledge, or hypothecate its leasehold interest or grant any concession or license within which consent shall not be unreasonably withheld subject to the Premises, provisions of Section 14.2 hereunder and any attempt to do any of the foregoing such attempted assignment, subletting, mortgage or other encumbrance without such consent shall be null and void and of no effect. If Notwithstanding the foregoing, if Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or has been at any time in the over-the-counter market, a transfer or series of transfers whereby 25% or more default under any of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution terms of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoingTenant may not assign, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies transfer or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant), and (ii) provided that in no event shall such financing result in a change in use of sublet the Premises from the use contemplated by Tenant at the commencement of the Termin whole or in part.

General Prohibition. Without Except as expressly stated in this Section 22, without Landlord’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below)22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 2550% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, any public offering of shares or other ownership interest in Tenant on a nationally recognized stock exchange shall not be deemed an assignment. Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant)financing, and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Term.

General Prohibition. Without Landlord’s prior written consent subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below)22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 2550.1% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant), and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Term.

General Prohibition. Without Landlord’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) subject to and on the conditions described in this Section 22 (including those set forth in including, without limitation, Section 22(b) below)), Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which that are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 2549% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which that were owners thereof at time as of execution of this Lease the Effective Date to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time as of execution of this Leasethe Effective Date, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant)financing, and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant Xxxxxx at the commencement of the Term.

General Prohibition. Without Landlord’s prior written consent subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below)22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate Net Lease 10151 Xxxxxx Canyon/Tandem - Page 21 its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 2549% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant)financing, and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the TermPermitted Use.

General Prohibition. Without Landlord’s prior written consent subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below)22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the PremisesPremises or any part thereof, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership (limited, general or other) or limited liability companycompany (or other business associations), the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 2549% or more of the issued and outstanding shares or other ownership interests of such corporation corporation, partnership (limited, general or other) or limited liability company (or other business associations) are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities (or other business associations) which were owners thereof at time of execution of this Lease to persons or entities (or other business associations) who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company (or other business associations) at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22; provided, for the avoidance of doubt, Landlord’s consent shall not be required for Permitted Assignments (as defined below). Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant)financing, and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Term.

General Prohibition. Without Landlord’s prior written consent subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below)22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 2580% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting (i) transfers upon deaths of individual owners, or (ii) transfers to a biotechnology or pharmaceutical company having an equity market capitalization of at least One Billion Dollars as of the last day of such company’s most recent fiscal year) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have may, without Landlord’s prior written consent and without being subject to the right provisions of Section 22(d) regarding the sharing of any excess rents or the provisions of Section 22(b)(ii) regarding termination of this Lease, assign this Lease to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private a successor corporation as a result of a bona fide merger with Tenant or to a purchaser of substantially all of Tenant’s assets; provided, however that such successor is a biotechnology companies or undergo a public offering which results in a change in control pharmaceutical company having an equity market capitalization of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing at least $1,000,000,000 as of the financing at least 5 business days prior to the closing last day of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenantcompany’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant), and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Termmost recent fiscal year.

General Prohibition. Without Tenant shall not assign its rights under this Lease nor sublet the whole or any part of the Premises without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Xxxxxxxx’s consent subject shall not be considered unreasonably withheld (by way of example and not limitation) if (i) the proposed assignee’s creditworthiness does not meet the same criteria Landlord uses to select comparable Building tenants or if the proposed subtenant does not have sufficient credit to meet its obligations under the sublease as reasonably determined by Landlord; (ii) the proposed subtenant’s or assignee’s business is not suitable for the Building when considering the business of the other tenants and on the conditions described Building’s profile or reputation; (iii) the proposed subtenant or assignee is already a tenant or occupant of the Building and Landlord has similarly sized space in this Section 22 the Building available for lease; or (including those set forth iv) Landlord then has available for lease in Section 22(b) below)the Building a similarly sized space. In the event that Landlord grants such consent, Tenant shall not, directly or indirectly, voluntarily or by operation remain primarily liable to Landlord for the payment of law, assign all rent and for the full performance of the obligations under this Lease and fifty percent (50%) of any excess rents collected by Xxxxxx (less upfront costs paid by Xxxxxx, including but not limited to commissions, fees, free rent or other concessions, and tenant improvements) shall be paid to Landlord. Tenant shall be responsible for payment of all out of pocket costs incurred by Landlord in connection with any such request for Xxxxxxxx’s consent to a proposed assignment or subletting, as provided in Paragraph 11.5, in an amount not to exceed $2,500.00 per request. Any assignment or subletting which does not conform with this Paragraph 7.3 shall be void and a default hereunder. Landlord may withhold its consent for any assignment or sublease if the proposed assignee or subtenant has a proposed use or operation in the Premises which may or will cause theBuilding or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within not to conform with the Premises, environmental and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or green building clauses in the over-the-counter market, a transfer or series of transfers whereby 25% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless Tenant is prohibited from providing such notice reasonably evidenced by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable to Landlord and Tenant), and (ii) provided that in no event shall such financing result in a change in use of the Premises from the use contemplated by Tenant at the commencement of the Term.

General Prohibition. Without Except as otherwise expressly permitted under this Lease, Tenant shall not, without Landlord’s prior written consent subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below)22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 2549% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoingIf Tenant undertakes any particular transfer of stock or other ownership interest in Tenant which qualifies as a deemed assignment under this Lease and requires Landlord’s consent under this Lease and such consent is not obtained, Tenant Landlord shall have the right be entitled to obtain financing from institutional investors (including venture capital funding exercise any and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control all of Tenant without such change of control constituting an assignment Landlord’s rights and remedies under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing with respect to the deemed assignment of the financing at least 5 business days prior to the closing Lease and any and all of the financing ((x) unless Tenant is prohibited from providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of rights and remedies under this Lease in connection with a non-disclosure agreement reasonably acceptable to Landlord Tenant Default if such transfer is not permitted and Tenant), and (ii) provided that in no event shall such financing result results in a change in use of the Premises from the use contemplated by Tenant at the commencement of the TermDefault under this Lease.

General Prohibition. Without Landlord’s prior written consent subject to and on the conditions described in this Section 22 (including those set forth in Section 22(b) below), Tenant shall not, directly or indirectlyeither voluntarily, voluntarily ------------------- involuntarily or by operation of law, directly or indirectly, sell, hypothecate, assign, encumber, mortgage, dispose of or otherwise transfer this Lease (or any portion thereof), or any of Tenant's beneficial interest therein, or sublet the Premises or any part thereof, or permit the same to be occupied by anyone other than Tenant without the prior written consent of Landlord and any attempt to do so without such prior written consent shall be null and void and shall constitute an Event of Default hereunder. Subject to the provisions of this Section 15.1 and Sections 15.2 and 15.3 below, Landlord agrees not to unreasonably withhold its consent to any proposed assignment or sublease of this Lease, provided that the proposed assignee or subtenant (i) is reasonably satisfactory to Landlord as to its creditworthiness, character and business reputation, (ii) will occupy the Premises solely for the uses permitted under this Lease and (iii) in the case of an assignment, assumes and agrees to be bound and directly responsible for all of Tenant's obligations hereunder. Landlord's consent to any such assignment or sublease shall in no event be construed as releasing Tenant from any or all of its duties, liabilities or obligations under this Lease, including, without limitation, the obligation to pay Rent and all other sums due under this Lease, nor as relieving Tenant from the requirement of obtaining Landlord's prior written consent to any further assignment or subletting. Notwithstanding any contrary provisions of this Article 15 or any contrary provisions of Article 15 of the Plymouth Lease, (a) during the Term and any Extended Term(s), Tenant may sublease up to, but not more than, an aggregate of Twenty Thousand (20,000) rentable square feet of space within the Premises and/or the Plymouth Premises (which 20,000 rental square feet may, at Tenant's option, include only up to, but not more than, Twelve Thousand (12,000) rentable square feet in the aggregate in the Premises), upon prior written notice to Landlord but without Landlord's consent, to one (1) or more Tenant Subsidiaries (as defined in Section 1.17 above) and (b) Tenant may assign this Lease or sublease the Premises all or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within a portion of the Premises, and upon prior written notice to Landlord but without Landlord's consent, to a Tenant Affiliate (as defined in Section 1.16 above) (with the foregoing transactions being referred to in this Article 15 as "Internal Transaction.") Any assignment or sublease to a Tenant Affiliate or a Tenant Subsidiary in any attempt to do Internal Transaction shall not release or relieve Tenant of any of the foregoing shall be void and of no effect. If Tenant is a corporationits duties, partnership liabilities or limited liability companyobligations under this Lease including, without limitation, the shares or obligation to pay Rent and all other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 25% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of charges under this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, Tenant shall have the right to obtain financing from institutional investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies or undergo a public offering which results in a change in control of Tenant without such change of control constituting an assignment under this Section 22 requiring Landlord consent, provided that (i) Tenant notifies Landlord in writing of the financing at least 5 business days prior to the closing of the financing ((x) unless with respect to an assignment, such Tenant is prohibited from providing such notice by applicable Legal Requirements Affiliate shall assume, in which case full, all of the obligations of Tenant shall notify Landlord promptly thereafter, and (y) if the transaction is subject under this Lease pursuant to confidentiality requirements, Tenant’s advance notification shall be subject to Landlord’s execution of a non-disclosure agreement assumption documentation reasonably acceptable to Landlord and Tenant)(y) with respect to a sublease, such Tenant Affiliate or Tenant Subsidiary and (ii) provided that in no event the proposed sublease shall such financing result in a change in use comply with all of the Premises from the use contemplated by Tenant at the commencement provisions of the TermSection 15.7 set forth below.