Common use of Inclusions Clause in Contracts

Inclusions. All of the terms, conditions and covenants of the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) herein. Subtenant shall be subject to, bound by and comply with all of said included terms, conditions and covenants of the Master Lease with respect to the Sublease Premises herein for the benefit of both Sublandlord and Master Landlord, it being understood and agreed that wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “Subtenant” shall be substituted, and wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublandlord” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant or upon the occurrence of an Event of Default by Subtenant, Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord and Subtenant. It is further understood and agreed that Sublandlord has no duty or obligation to Subtenant under the aforesaid Sections of the Master Lease other than to perform the obligations of Sublandlord as tenant under the Master Lease during the Sublease Term. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and Sublandlord. Subtenant hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease.

Inclusions. All of the terms, conditions and covenants of the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) herein. Subtenant shall be subject to, bound by by, benefit from and comply with all of said included terms, conditions conditions, rights and covenants of the Master Lease with respect to the Sublease Premises herein for the benefit of both Sublandlord and Master Landlord, it being understood and agreed that wherever in the Master Lease the word “"Tenant” " appears, for the purposes of this Sublease, the word “"Subtenant” " shall be substituted, and wherever the word “"Landlord” " appears, for the purposes of this Sublease, the word “"Sublandlord” " shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant or upon the occurrence of an Event event of Default default by Subtenant, Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease and Subtenant shall have all of the rights of the Tenant under the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord and Subtenant. It is further understood and agreed that Sublandlord has no duty or obligation to Subtenant under the aforesaid Sections of the Master Lease other than to perform the obligations of Sublandlord as tenant under the Master Lease during the Sublease Term. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and Sublandlord. Subtenant hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease. With respect to the following incorporated provisions, the references therein to Landlord shall be deemed to be references to Sublandlord and Master Landlord: Sections 8.1 (Compliance with Laws), 8.2 (Prohibition on Use), 9.1 (Alterations), 10.4 (Tenant's Failure to Perform Repairs and Maintenance Obligations), 11.3 (Additional Insured's), 11.4 (Failure of Tenant to Purchase Insurance), 12 (Waiver of Subrogation), 17 (Right of Entry), 18 (Estoppel Certificate), 26 (Environmental Matters), 27 (Financial Statements), 29 (Signs), and 31 (Quitclaim).

Inclusions. All It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) 3.b herein. Subtenant Sublessee shall be subject to, bound by and comply with all of said included terms, conditions Articles and covenants Sections of the Master Lease with respect to the Sublease Premises herein and shall satisfy all applicable terms and conditions of the Master Lease relating to the Premises for the benefit of both Sublandlord Sublessor and Master Landlord, it being understood and agreed that wherever in the Master Lease the word “"Tenant” " appears, for the purposes of this Sublease, the word “Subtenant” "Sublessee" shall be substituted, and wherever the word “"Landlord” " appears, for the purposes of this Sublease, the word “Sublandlord” "Sublessor" shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant Sublessee or upon the occurrence failure of an Event Sublessee to pay Rent (as hereinafter defined) or comply with any of Default by Subtenantthe provisions of this Sublease, Sublandlord Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord Sublessor and SubtenantSublessee. It is further understood and agreed that Sublandlord Sublessor has no duty or obligation to Subtenant Sublessee under the aforesaid Articles and Sections of the Master Lease other than to perform the obligations of Sublandlord Sublessor as tenant lessee under the Master Lease during the Sublease TermTerm of this Sublease. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and SublandlordSublessor, except as expressly provided to the contrary herein. Subtenant Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master LeaseLease and that any termination thereof not due to a default by Sublessor thereunder shall likewise terminate this Sublease. The terms of the Work Letter attached hereto as EXHIBIT C are hereby incorporated herein by reference hereto.

Inclusions. All It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) SectionE3.b herein, modified as appropriate in the circumstances so as to make such Articles, and any Sections contained therein, applicable only to the subleasing hereunder by Sublessor of the particular Sublet Space covered hereby. Subtenant Whenever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the word Sublet Space shall be substituted. Sublessee shall be subject to, bound by and comply with all of said included terms, conditions Articles and covenants Sections of the Master Lease with respect to the Sublease Premises herein Sublet Space and shall satisfy all applicable terms and conditions of the Master Lease relating to the Sublet Space for the benefit of both Sublandlord Sublessor and Master Landlord, it being understood and agreed that wherever in the Master Lease the word “"Tenant” " appears, for the purposes of this Sublease, the word “Subtenant” "Sublessee" shall be substituted, and wherever the word “"Landlord” " appears, for the purposes of this Sublease, the word “Sublandlord” "Sublessor" shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant Sublessee or upon the occurrence failure of an Event Sublessee to pay Rent or comply with any of Default by Subtenantthe provisions of this Sublease, Sublandlord Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord and Subtenantcontrol. It is further understood and agreed that Sublandlord Sublessor has no duty or obligation to Subtenant Sublessee under the aforesaid Articles and Sections of the Master Lease other than to perform the obligations of Sublandlord Sublessor as tenant lessee under the Master Lease during the Sublease TermTerm of this Sublease. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and SublandlordSublessor. Subtenant Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof not due to a default by Sublessor thereunder shall likewise terminate this Sublease. Sublessor represents to Sublessee that the Master Lease is in full force and effect and that no written notices of default have been sent by Sublessor to Landlord, or received by Sublessor from Landlord, with respect to the Master Lease, nor to the current actual knowledge of Sublessor has any event or condition occurred which, with the passing of time or the giving of notice, would result in an Event of Default by Sublessor under the Master Lease. If Sublessor receives a written notice from Landlord that an Event of Default by Sublessor under the Master Lease has occurred, Sublessor shall deliver a true and correct copy of such written notice to Sublessee within five (5) business days of Sublessor's receipt thereof.

Inclusions. All of It is expressly understood, acknowledged and agreed that as between Sublessor and Sublessee this Sublease includes and incorporates herein by this reference with the same force and effect as if duly set forth herein, all the terms, conditions and covenants of the Master Lease are hereby incorporated into this Sublease except for those provisions expressly excluded by reference, except as excluded in Section 2(b3(c) hereof and those directly inconsistent with the express terms stated herein. Subtenant All such incorporated terms, conditions and covenants are and shall be construed as appropriately modified so as to be applicable only to the subleasing hereunder by Sublessor of the Sublet Space and for the Sublease Term. Subject to the foregoing, during the Sublease Term, Sublessee shall be subject to, bound by by, and comply with the with all of said included the terms, conditions and covenants of the Master Lease with respect to the Sublease Premises herein Sublet Space and shall satisfy all applicable conditions of the Master Lease relating to the Sublet Space for the benefit of both Sublandlord Sublessor and Master Landlord. For the purposes of this Sublease and relations between Sublessor and Sublessee, it being is understood and agreed that that: wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “SubtenantSublessee” shall be substituted, and ; wherever the word “Landlord” appears, for the purposes of this Sublease, the word “SublandlordSublessor” shall be substituted; wherever the word “Premises” appears in the Master Lease, the words “Sublet Space” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant Sublessee or upon the occurrence failure of an Event Sublessee to pay Rent or comply with any of Default by Subtenantthe provisions of this Sublease, Sublandlord Sublessor may exercise with respect to Sublessee and the Sublet Space any and all rights and remedies granted to Master Landlord by the Master LeaseLease or this Sublease or otherwise available to Sublessor under applicable law. In the event of any direct conflict or inconsistency between the terms and conditions of this Sublease and the Master Lease, the express terms of this Sublease shall control as between Sublandlord Sublessor and SubtenantSublessee. It Notwithstanding the foregoing, if any term and/or condition of this Sublease, if exercised hereunder, would constitute a default under or breach of the Master Lease, this Sublease shall be deemed amended to comply or be consistent with the Master Lease. Capitalized terms not expressly defined herein shall have the meanings stated therefor in the Master Lease. Notwithstanding the foregoing, it is further understood and agreed that Sublandlord Sublessor has no duty or obligation or liability to Subtenant Sublessee under the aforesaid Sections of the Master Lease as incorporated herein other than to perform the obligations of Sublandlord Sublessor as tenant Tenant under the Master Lease during the Sublease TermTerm of this Sublease. Sublessor shall have no obligation or liability with respect to any representations or warranties made by Landlord under the Master Lease. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease herein require the written consent or approval of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and SublandlordSublessor. Subtenant Anything contained in the foregoing to the contrary notwithstanding, whenever the consent or approval of Sublessor shall be required under the Sublease, Sublessee shall seek such consent or approval from Sublessor and Sublessor’s refusal to grant such consent or approval shall be deemed reasonable if Sublessor, as tenant under the Lease, is required to obtain such consent or approval of Landlord and Landlord shall refuse or fail to grant such consent or approval. Sublessee hereby acknowledges that it has read and is familiar with and accepts as applicable to this Sublease all the terms of the Master Lease, and Lease except those expressly made inapplicable to this Sublease. Sublessee acknowledges agrees that this Sublease is subordinate and subject to all the terms and provisions of the Master Lease, including those not expressly effective as between Sublessor and Sublessee with respect to the Sublet Space, and that any termination of the Master Lease thereunder shall likewise terminate this Sublease. Notwithstanding any other provision in this Sublease, Sublessor agrees not to terminate the Master Lease voluntarily, or modify the Master Lease in a manner that adversely affects Sublessee’s rights under this Sublease. Sublessor and Sublessee will each refrain from any act or omission that would result in the failure or breach of any of the covenants, provisions, or conditions of the Master Lease on the part of the tenant under the Master Lease.

Inclusions. All of the terms, conditions and covenants of the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) or elsewhere herein. Subtenant shall be subject to, bound by and comply with all of said included terms, conditions and covenants of the Master Lease with respect to the Sublease Premises herein for the benefit of both Sublandlord and Master Landlord, it being understood and agreed that wherever in the Master Lease the word “Premises” appears, for the purposes of this Sublease, the word “Sublease Premises” shall be substituted, that wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “Subtenant” shall be substituted, and wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublandlord” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant or upon the occurrence continuance of an Event of Default (as defined below) by Subtenant, Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control control, as between Sublandlord and Subtenant. By way of example only, any provisions regarding Rent and Security Deposits shall be governed by this Sublease. It is further understood and agreed that Sublandlord has no duty or obligation to Subtenant whatsoever under the aforesaid Sections of the Master Lease other than to perform the obligations of Sublandlord as tenant under the Master Lease during the Sublease Term. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and Sublandlord. Subtenant hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, Lease and agrees that this Sublease is subordinate and subject to the Master Lease.

Inclusions. All It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) 3.b herein, modified as appropriate in the circumstances so as to make such Articles, and any Sections contained therein, applicable only to the subleasing hereunder by Sublessor of the particular Sublet Space covered hereby. Subtenant Whenever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the words "Sublet Space" shall be substituted. Sublessee shall be subject to, bound by and comply with all of said included terms, conditions Articles and covenants Sections of the Master Lease with respect to the Sublease Premises herein Sublet Space and shall satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublandlord Sublessor and Master Landlord, it being understood and agreed that wherever in the Master Lease the word “"Tenant” " appears, for the purposes of this Sublease, the word “Subtenant” "Sublessee" shall be substituted, wherever in the Master Lease the words "Tenant's Share" appear, for the purposes of this Sublease, the words "Sublessee's Share" shall be substituted; and wherever the word “"Landlord” " appears, for the purposes of this Sublease, the word “Sublandlord” "Sublessor" shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant Sublessee or upon the occurrence failure of an Event Sublessee to pay Rent or comply with any of Default by Subtenantthe provisions of this Sublease, Sublandlord Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord and Subtenantcontrol. It is further understood and agreed that Sublandlord Sublessor has no duty or obligation to Subtenant Sublessee under the aforesaid Articles and Sections of the Master Lease other than to perform the obligations of Sublandlord as tenant under maintain the Master Lease in full force and effect during the Sublease Termterm of this Sublease; provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of Sublessor. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and SublandlordSublessor. Subtenant Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master LeaseLease and that any termination thereof without the fault of Sublessor shall likewise terminate this Sublease.

Inclusions. All Subtenant agrees that all of the terms, conditions and covenants of this Sublease shall be those stated in the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) herein3.b, modified as appropriate so as to make such Articles, and any Sections contained therein, applicable only to the subleasing hereunder by Tenant. Whenever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the words Sublease Premises shall be substituted. Subtenant shall be subject to, bound by and comply with all of said included terms, conditions Articles and covenants Sections of the Master Lease with respect to the Sublease Premises herein and shall satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublandlord Tenant and Master Landlord, it being understood and agreed that wherever in the Master Lease the word “"Tenant” " appears, for the purposes of this Sublease, the word “"Subtenant” " shall be substituted, and wherever the word “"Landlord” " appears, for the purposes of this Sublease, the word “Sublandlord” "Tenant" shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant or upon the occurrence failure of an Event Subtenant to pay Rent, Additional Rent or comply with any of Default by Subtenantthe provisions of this Sublease, Sublandlord Tenant may exercise any and all rights and remedies granted to Master Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord and Subtenant. It is further understood and agreed that Sublandlord has no duty or obligation to Subtenant under the aforesaid Sections of the Master Lease other than to perform the obligations of Sublandlord as tenant under the Master Lease during the Sublease Term. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and Sublandlord. Subtenant hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Leasecontrol.

Inclusions. All of the terms., conditions and covenants of this Sublease shall be those stated herein and those stated in the Master Lease Lease, the terms of which are hereby incorporated into this Sublease herein by reference, except as excluded in Section 2(b) 3.b herein, modified as appropriate in the circumstances so as to make such terms, covenants and conditions applicable only to the subleasing hereunder. Subtenant Sublessee shall be subject to, bound by by, to the extent applicable to Sublessee's use of the Premises, assume, and comply with all of said included terms, covenants and conditions and covenants of the Master Lease with respect to the Sublease Premises herein and shall satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublandlord Master Lessor and Master LandlordSublessor, it being understood and agreed that wherever in the Master Lease the word “"Tenant” " appears, for the purposes of this Sublease, the word “Subtenant” "Sublessee" shall be substituted, and wherever ; where the word “"Landlord” " appears, for the purposes of this Sublease, the word “Sublandlord” "Sublessor" shall be substituted; where the word "Term" appears, for the purposes of this Sublease, such word shall have the definition set forth in Part I hereof; and wherever the word "Premises" for purposes of this Sublease, such word shall refer only to the extent of the Premises sublet under this Sublease; and that upon the breach beyond any applicable cure period of any of said terms, conditions or covenants of the Master Lease by Subtenant Sublessee or upon the occurrence failure of an Event Sublessee to pay Monthly Rent or any other amount comprising Rent or to comply with any of Default by Subtenantthe provisions of this Sublease, Sublandlord Sublessor may exercise any and all applicable rights and remedies granted to Master Landlord Lessor by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord control. Sublessor shall use its good faith best efforts to maintain the Master Lease in full force and Subtenant. It is further understood and agreed effect during the term of this Sublease; provided, however, that Sublandlord has no duty Sublessor shall not be liable to Sublessee for any default or obligation to Subtenant under the aforesaid Sections failure by Master Lessor, or any earlier termination of the Master Lease other than that is not due to perform the obligations fault of Sublandlord as tenant under the Master Lease during the Sublease TermSublessor. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master LandlordLessor, said provisions shall be construed to require the written consent of both Master Landlord Lessor and SublandlordSublessor; provided, that Sublessor shall have ten (10) business days from the date of Sublessor's receipt of Sublessee's request to respond in writing to such request and if Sublessor fails to do so within said ten (10) business day period, Sublessor shall be deemed to have approved of Sublessee's request. Subtenant Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof may likewise terminate this Sublease and any obligation whatsoever of Master Lessor to provide the Premises to Sublessee. Upon the expiration of the term of the Master Lease, the Term of the Sublease shall also expire and Sublessee shall no longer have the right to possession of the Premises. Sublessor agrees to maintain the Master Lease in force during the entire term of this Sublease not to enter into any amendment to the Master Lease that will diminish Sublessee's rights or increase its obligations under this Sublease, and to pay rent to Master Lessor in accordance with the terms of the Master Lease, subject however, to any early termination of the Master Lease as expressly provided therein without the default of Sublessor. Sublessee shall comply with the Master Lease, all applicable laws, and any other covenants, conditions and restrictions affecting the Building.

Inclusions. All It is expressly understood, acknowledged and agreed by Asterias that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) herein2.2 below, modified as appropriate in the circumstances so as to make the provisions of the Master Lease applicable only to the subleasing hereunder by NNRCSI of the particular Sublet Space covered hereby. Subtenant Whenever the word “Premises” is used in the Master Lease, for purposes of this Sublease, the word Sublet Space shall be substituted. Asterias shall be subject to, bound by and comply with all of said included terms, conditions Articles and covenants Sections of the Master Lease with respect to the Sublease Premises herein Sublet Space and shall satisfy all applicable terms and conditions of the Master Lease relating to the Sublet Space for the benefit of both Sublandlord NNRCSI and Master LandlordBMR, it being understood and agreed that wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “SubtenantAsterias” shall be substituted, and wherever the word “Landlord” appears, for the purposes of this Sublease, the word “SublandlordNNRCSI” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant Asterias or upon the occurrence failure of an Event Asterias to pay Rent or comply with any of Default by Subtenantthe provisions of this Sublease, Sublandlord NNRCSI may exercise any and all rights and remedies granted to Master BMR as the Landlord by under the Master Lease. In the event of any If there is a conflict between the terms of this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord and Subtenantcontrol. It is further understood and agreed that Sublandlord NNRCSI has no duty or obligation to Subtenant Asterias under the aforesaid Articles and Sections of the Master Lease other than to perform the obligations of Sublandlord NNRCSI as tenant under the Master Lease during the Sublease TermTerm of this Sublease. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master the Landlord, said provisions shall be construed to require the written consent of both Master Landlord BMR and SublandlordNNRCSI. Subtenant Asterias hereby acknowledges that it has read and is familiar with all of the terms of the Master Lease, Lease and agrees that this Sublease is subordinate and subject to the Master LeaseLease and that any termination thereof not due to a default by NNRCSI thereunder shall likewise terminate this Sublease. For the avoidance of doubt, if NNRCSI terminates the Master Lease pursuant to any right to terminate the Master Lease provided therein, this Sublease shall terminate as of the termination of the Master Lease and NNRCSI shall not have any liability to Asterias as a result of such termination; provided that if such early termination is voluntary (and specifically not arising from a termination by BMR or its Lender, or relating to a casualty or a condemnation), then NNRCSI will deliver at least 12 months advanced written notice of such termination to Asterias, which will include the Term’s accelerated expiration date.

Inclusions. All of the terms, conditions and covenants of this Sublease shall be those stated herein and those stated in the Master Lease Lease, the terms of which are hereby incorporated into this Sublease herein by reference, except as excluded in Section 2(b) 3.b herein, modified as appropriate in the circumstances so as to make such terms, covenants and conditions applicable only to the subleasing hereunder. Subtenant Sublessee shall be subject to, bound by by, to the extent applicable to Sublessee's use of the Premises, assume, and comply with all of said included terms, covenants and conditions and covenants of the Master Lease with respect to the Sublease Premises herein and shall satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublandlord Master Lessor and Master LandlordSublessor, it being understood and agreed that wherever in the Master Lease the word “"Tenant” " or "Lessee" appears, for the purposes of this Sublease, the word “Subtenant” "Sublessee" shall be substituted, and wherever ; where the word “"Landlord” " or "Lessor" appears, for the purposes of this Sublease, the the-word “Sublandlord” "Sublessor" shall be substituted; where the word "Term" appears, for the purposes of this Sublease, such word shall have the definition set forth in Part I hereof; and wherever the word "Premises" or, more specifically, "404 E. Plumeria Premises," for purposes of this Sublease, such word shall refer only to the extent of the Premises sublet under this Sublease; and that upon the breach beyond any applicable cure period of any of said terms, conditions or covenants of the Master Lease by Subtenant Sublessee or upon the occurrence failure of an Event Sublessee to pay Monthly Rent or any other amount comprising Rent or to comply with any of Default by Subtenantthe provisions of this Sublease, Sublandlord Sublessor may exercise any and all applicable rights and remedies granted to Master Landlord Lessor by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord control. Sublessor shall use its good faith best efforts to maintain the Master Lease in full force and Subtenant. It is further understood and agreed effect during the term of this Sublease; provided, however, that Sublandlord has no duty Sublessor shall not be liable to Sublessee for any default or obligation to Subtenant under the aforesaid Sections failure by Master Lessor, or any earlier termination of the Master Lease other than that is not due to perform the obligations fault of Sublandlord as tenant under the Master Lease during the Sublease TermSublessor. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master LandlordLessor, said provisions shall be construed to require the written consent of both Master Landlord Lessor and SublandlordSublessor; provided, that Sublessor shall have ten (10) business days from the date of Sublessor's receipt of Sublessee's request to respond in writing to such request and if Sublessor fails to do so within said ten (10) business day period, Sublessor shall be deemed to have approved of Sublessee's request. Subtenant Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease and that any termination thereof may likewise terminate this Sublease and any obligation whatsoever of Master Lessor to provide the Premises to Sublessee. Upon the expiration of the term of the Master Lease, the Term of the Sublease shall also expire and Sublessee shall no longer have the right to possession of the Premises. Sublessor agrees to maintain the Master Lease in force during the entire term of this Sublease not to enter into any amendment to the Master Lease that will diminish Sublessee's rights or increase its obligations under this Sublease, and to pay rent to Master Lessor in accordance with the terms of the Master Lease, subject however, to any early termination of the Master Lease as expressly provided therein without the default of Sublessor. Sublessee shall comply with the Master Lease, all applicable laws, and any other covenants, conditions and restrictions affecting the Building.

Inclusions. All It is expressly understood, acknowledged and ---------- agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) 3.b herein, modified as appropriate in the circumstances so as to make such Articles, and any Sections contained therein, applicable only to the subleasing hereunder by Sublessor of the particular Sublet Space covered hereby. Subtenant Whenever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the word Sublet Space shall be substituted. Sublessee shall be subject to, bound by and comply with all of said included terms, conditions Articles and covenants Sections of the Master Lease with respect to the Sublease Premises herein Sublet Space and shall satisfy all applicable terms and conditions of the Master Lease relating to the Sublet Space for the benefit of both Sublandlord Sublessor and Master Landlord, it being understood and agreed that wherever in the Master Lease the word “"Tenant” " appears, for the purposes of this Sublease, the word “Subtenant” "Sublessee" shall be substituted, and wherever the word “"Landlord” " appears, for the purposes of this Sublease, the word “Sublandlord” "Sublessor" shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant Sublessee or upon the occurrence failure of an Event Sublessee to pay Rent or comply with any of Default by Subtenantthe provisions of this Sublease, Sublandlord Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord and Subtenantcontrol. It is further understood and agreed that Sublandlord Sublessor has no duty or obligation to Subtenant Sublessee under the aforesaid Articles and Sections of the Master Lease other than to perform the obligations of Sublandlord Sublessor as tenant lessee under the Master Lease during the Sublease TermTerm of this Sublease. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and Sublandlord. Subtenant hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease.be

Inclusions. All It is expressly understood, acknowledged and agreed by Sublessee that except for Sections 1.08, 1.10, 1.12, 2.01, 4.04(b), 6.04 and 13.06 of the Master Lease, the first sentence of Section 13.02(a) of the Master Lease, all of Article 14 of the Master Lease, and Sections 16 and 17 of the Addendum, this Sublease shall incorporate by reference the terms, conditions and covenants of the Master Lease are hereby incorporated into this Sublease Lease, modified in appropriate circumstances so as to make such Articles, and any Sections contained therein, applicable only to the subleasing hereunder by reference, except as excluded in Section 2(b) herein. Subtenant shall be subject to, bound by and comply with all of said included terms, conditions and covenants Sublessor of the Master Lease with respect to the Sublease Premises herein for the benefit of both Sublandlord and Master Landlord, it being understood and agreed that wherever covered hereby. Each reference in the Master Lease the word “to "Lease," "Landlord," "Tenant” appears, for the purposes of " and "Property" shall be deemed to refer to this Sublease, Sublessor, Sublessee and Premises, respectively, and, along with all of the word “Subtenant” shall be substituted, and wherever the word “Landlord” appears, for the purposes of provisions set forth in this Sublease, the word “Sublandlord” shall be substituted; the complete terms and that conditions hereof. Subject to any applicable cure periods, upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant Sublessee or upon the occurrence failure of an Event Sublessee to pay Rent (to be defined below) or comply with any of Default by Subtenantthe provisions of this Sublease, Sublandlord Sublessor may exercise any and all rights and remedies granted to Master Landlord Lessor by the Master Lease. In the event of any conflict between this Sublease Sublessee does hereby expressly assume and the Master Lease, the terms of this Sublease shall control between Sublandlord and Subtenant. It is further understood and agreed that Sublandlord has no duty or obligation to Subtenant under the aforesaid Sections of the Master Lease other than agree to perform and comply with, for the obligations benefit of Sublandlord as tenant Sublessor and Master Lessor, each and every obligation of Sublessor under the Master Lease during the Sublease Term. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and Sublandlord. Subtenant hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject applied to the Premises hereunder. All insurance Sublessee shall obtain pursuant to Section 4.04 (provided, however, Sublessee shall not be required to obtain or maintain the property and rental income insurance described in Section 4.04(b) and any reference in Section 4.04 to such property and rental income insurance shall not apply) shall name Master LeaseLessor and Sublessor as additional insureds.

Inclusions. All It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) 3.2 herein, modified as appropriate in the circumstances so as to make such Articles, and any Sections contained therein, applicable only to the subleasing hereunder by Sublessor of the particular Sublet Space covered hereby. Subtenant Whenever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the word Sublet Space shall be substituted. Sublessee shall be subject to, bound by and comply with all of said included terms, conditions Articles and covenants Sections of the Master Lease with respect to the Sublease Premises herein Sublet Space and shall satisfy all applicable terms and conditions of the Master Lease relating to the Sublet Space for the benefit of both Sublandlord Sublessor and Master Landlord, it being understood and agreed that wherever in the Master Lease the word “"Tenant” " appears, for the purposes of this Sublease, the word “Subtenant” "Sublessee" shall be substituted, and wherever the word “"Landlord” " appears, for the purposes of this Sublease, the word “Sublandlord” "Sublessor" shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant Sublessee or upon the occurrence of an any Event of Default by SubtenantSublessee hereunder, Sublandlord Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord and Subtenantcontrol. It is further understood and agreed that Sublandlord Sublessor has no duty or obligation to Subtenant Sublessee under the aforesaid Articles and Sections of the Master Lease other than to perform the obligations of Sublandlord Sublessor as tenant lessee under the Master Lease during the Sublease TermTerm of this Sublease. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and SublandlordSublessor. Subtenant Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master LeaseLease and that any termination thereof not due to a default by Sublessor thereunder shall likewise terminate this Sublease.

Inclusions. All of the terms, conditions and covenants of the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) herein. Subtenant shall be subject to, bound by and comply with all of said included terms, conditions and covenants of the Master Lease with respect to the Sublease Premises herein Premises, for the benefit of both Sublandlord and Master Landlord, it being understood and agreed that wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “Subtenant” shall be substituted, and wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublandlord” shall be substitutedsubstituted and all references to the “Premises” in the Master Lease shall be deemed references to the “Sublease Premises”; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant or upon the occurrence continuance of an Event of Default by Subtenant, Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord and Subtenant. It is further understood By way of example only, any provisions regarding Rent and agreed that Sublandlord has no duty or obligation to Subtenant under the aforesaid Sections of the Master Lease other than to perform the obligations of Sublandlord as tenant under the Master Lease during the Sublease TermSecurity Deposits shall be governed by this Sublease. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and Sublandlord. Subtenant hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease.

Inclusions. All It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) 3.b herein. Subtenant Sublessee shall be subject to, bound by and comply with all of said included terms, conditions and covenants Sections of the Master Lease with respect to the Sublease Premises herein and shall satisfy all applicable terms and conditions of the Master Lease relating to the Premises for the benefit of both Sublandlord Sublessor and Master Landlord, it being understood and agreed that wherever in the Master Lease the word “"Tenant” " appears, for the purposes of this Sublease, the word “Subtenant” "Sublessee" shall be substitutedsubsti- tuted, and wherever the word “"Landlord” " appears, for the purposes of this Sublease, the word “Sublandlord” "Sublessor" shall be substituted; and that upon the breach of any of said terms, conditions or covenants cove- nants of the Master Lease by Subtenant Sublessee or upon the occurrence failure of an Event Sublessee to pay Rent or comply with any of Default by Subtenantthe provisions of this Sublease, Sublandlord Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master LeaseXxxxx. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord Sublessor and SubtenantSublessee. It is further understood and agreed that Sublandlord Sublessor has no duty or obligation to Subtenant Sublessee under the aforesaid Sections of the Master Lease other than to perform the obligations of Sublandlord Sublessor as tenant lessee under the Master Lease during the Sublease TermTerm of this Sublease. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and SublandlordSublessor. Subtenant Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master LeaseXxxxx, and agrees that this Sublease is subordinate and subject to the Master LeaseLease and that any termination thereof not due to a default by Sublessor thereunder shall likewise terminate this Sublease.

Inclusions. All It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) 3.c herein. Subtenant Whenever the word “Premises” is used in the Master Lease, for purposes of this Sublease, the word “Sublet Space” shall be substituted. Sublessee shall be subject to, bound by and comply with all of said included terms, conditions Articles and covenants Sections of the Master Lease with respect to the Sublease Premises herein Sublet Space and shall satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublandlord Sublessor and Master Landlord, it being understood and agreed that that, for purposes of this Sublease, wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “SubtenantSublessee” shall be substituted, and wherever the word “Landlord” appears, for the purposes of this Sublease, the word “SublandlordSublessor” shall be substituted; wherever the words “Tenant’s Percentage Share” appears, for the purposes of this Sublease, the words “Sublessee’s Share” shall be substituted; and that upon the breach by Sublessee of any of said terms, conditions or covenants of the Master Lease by Subtenant incorporated into this Sublease or upon the occurrence failure of an Event Sublessee to pay Rent or otherwise comply with any of Default by Subtenantthe provisions of this Sublease, Sublandlord may Sublessor may, but shall not be obligated to, exercise any and all rights and remedies granted to Master Landlord by the Master Lease. In the event of any conflict between the terms of this Sublease and the terms of the Master Lease, the terms of this Sublease shall control as between Sublandlord Sublessor and SubtenantSublessee. It is further understood and agreed that Sublandlord Sublessor has no duty or obligation to Subtenant Sublessee under the aforesaid Articles and Sections of the Master Lease other than to perform the obligations of Sublandlord as tenant under maintain the Master Lease in full force and effect during the Sublease Term; provided, however, that Sublessor shall not be liable to Sublessee for any termination of the Master Lease prior to the Expiration Date which is not caused solely by the fault or default of Sublessor. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and SublandlordSublessor. Subtenant Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master LeaseLease and that any termination of the Master Lease shall likewise terminate this Sublease unless Landlord and Sublessee have entered into a recognition and attornment agreement whereby Landlord has agreed to accept this Sublease as a direct lease between Landlord and Sublessee.

Inclusions. All It is expressly understood, acknowledged and agreed by Sublessee and Sublessor that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease are hereby incorporated into this Sublease by referenceLease, except as excluded in Section 2(b) 2.2 herein. Subtenant Sublessee shall be subject to, bound by and comply with all of said included terms, conditions and covenants Sections of the Master Lease with respect to the Sublease Premises and shall satisfy all applicable terms and conditions of the Master Lease relating to the Sublease Premises included herein for the benefit of both Sublandlord Sublessor and Master Landlord, it being understood and agreed that wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “SubtenantSublessee” shall be substituted, and wherever the word “Landlord” appears, for the purposes of this Sublease, the word “SublandlordSublessor” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant Sublessee or upon the occurrence failure of an Event Sublessee to pay Rent or comply with any of Default by Subtenantthe provisions of this Sublease, Sublandlord Sublessor may exercise any and all rights and remedies granted to Master Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord Sublessor and SubtenantSublessee. It is further understood and agreed that Sublandlord that, except as provided in Section 2.4 below, Sublessor has no duty or obligation to Subtenant Sublessee under the aforesaid Sections of the Master Lease other than to perform the obligations of Sublandlord Sublessor as tenant lessee under the Master Lease during the Sublease TermTerm of this Sublease. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and SublandlordSublessor. Subtenant Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master LeaseLease and that any termination thereof not due to a default by Sublessor thereunder shall likewise terminate this Sublease, subject to the provisions of Sections 10 and 11 below.

Inclusions. All It is expressly understood, acknowledged and agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) 3.b herein. Subtenant Whenever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the word "Sublet Space" shall be substituted. Sublessee shall be subject to, bound by and comply with all of said included terms, conditions Articles and covenants Sections of the Master Lease with respect to the Sublease Premises herein Sublet Space and shall satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublandlord Sublessor and Master Landlord, it being understood and agreed that that, for purposes of this Sublease, as between Sublessor and Sublessee, wherever in the Master Lease the word “"Tenant” " appears, the word "Sublessee" shall be substituted, and wherever the word "Landlord" appears, for the purposes of this Sublease, the word “Subtenant” "Sublessor" shall be substituted, and ; wherever the word “Landlord” words "Tenant's Share" appears, for the purposes of this Sublease, the word “Sublandlord” words "Sublessee's Share" shall be substituted; and that upon the breach by Sublessee of any of said terms, conditions or covenants of the Master Lease by Subtenant incorporated into this Sublease or upon the occurrence failure of an Event Sublessee to pay Rent or otherwise comply with any of Default by Subtenantthe provisions of this Sublease, Sublandlord may Sublessor may, but shall not be obligated to, exercise any and all rights and remedies granted to Master Landlord by the Master Lease. In the event of any conflict between the terms of this Sublease and the terms of the Master Lease, the terms of this Sublease shall control as between Sublandlord Sublessor and SubtenantSublessee. It is further understood and agreed that Sublandlord Sublessor has no duty or obligation to Subtenant Sublessee under the aforesaid Articles and Sections of the Master Lease other than to perform the obligations of Sublandlord as tenant under maintain the Master Lease in full force and effect during the Sublease Term. Whenever the provisions term of this Sublease; provided, however, that Sublessor shall not be liable to Sublessee for any termination of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and Sublandlord. Subtenant hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject prior to the Master Lease.Expiration Date which is not caused solely by the

Inclusions. This Sublease is subject and subordinate to the Master Lease. All of the terms, conditions and covenants of the Master Lease are hereby incorporated into this Sublease by reference, except as excluded in Section 2(b) herein; provided, however, as between the Sublandlord and Subtenant the terms, conditions and covenants of this Sublease shall be controlling whenever the terms, conditions and covenants of the Master Lease are contradictory to or inconsistent with terms, conditions and covenants hereof, provided that any action or inaction pursuant to such inconsistent term, condition or covenant does not cause a default under the Master Lease. Subtenant shall be subject to, bound by and comply with all of said included terms, conditions and covenants of the Master Lease with respect to the Sublease Premises for the Sublease Term herein for the benefit of both Sublandlord and Master Landlord, it being understood and agreed that wherever in the Master Lease the word “Tenant” appears, for the purposes of this Sublease, the word “Subtenant” shall be substituted, and wherever the word “Landlord” appears, for the purposes of this Sublease, the word “Sublandlord” shall be substituted, and wherever the word “Premises” appears, for the purposes of this Sublease, the words “Sublease Premises or Temporary Premises, as the case may be” shall be substituted, and wherever the word “Term” appears, for the purposes of this Sublease, the words “Sublease Term” shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Subtenant or upon the occurrence of an Event of Default by Subtenant, Sublandlord may exercise any and all rights and remedies granted to Master Landlord by the Master Lease. In the event of any conflict between this Sublease and the Master Lease, the terms of this Sublease shall control between Sublandlord and Subtenant. It is further understood and agreed that Sublandlord has no duty or obligation to Subtenant under the aforesaid Sections of the Master Lease other than to perform the obligations of Sublandlord as tenant under the Master Lease during the Sublease Term. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Master Landlord, said provisions shall be construed to require the written consent of both Master Landlord and Sublandlord. Subtenant hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject to the Master Lease.