Common use of Landlord’s Consent Required Clause in Contracts

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted TransferSubject to the remaining provisions of this Article 11, as defined belowbut notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any part of the Premises or of its interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other entitytenant in the Building; (6) the use, whether by salenature, assignmentbusiness, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale activities or other transfer of all or substantially all reputation in the business community of the stock proposed transferee (or assets of Tenantits principals, employees or otherwiseinvitees) or act of Tenant (each a “Transfer” ) without does not meet Landlord’s prior written consent as provided standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in Section 13.02 belowconnection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Consent Tenant shall not be entitled to one Transfer does not imply receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any other Transfer such provision through specific performance or waive the consent requirementdeclaratory judgment. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions violation of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or is voidable at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord’s option.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer assign this Lease, or sublet or license the Premises or any part portion thereof, or advertise the Premises for assignment or subletting or permit the occupancy of all or any portion of the Premises or by anybody other than Tenant (each of its the foregoing actions is referred to as a "transfer") without obtaining, on each occasion, the prior consent of Landlord, subject to and in accordance with this Article VIII. A transfer shall include, without limitation, any transfer of Tenant's interest in this Lease to by operation of law, merger or consolidation of Tenant into any other entityfirm or corporation, the transfer or sale of a controlling interest in Tenant whether by salesale of its capital stock or otherwise or any liquidation of Tenant or a substantial part of Tenant's assets. Landlord's consent to a proposed sublease shall not be unreasonably withheld, assignment, mortgage, sublease, license, transfer, operation it being understood that the proposed sublease must comply with all other provisions of law this Lease (including, without limitation by mergerlimitation, consolidationthis Section 8.1), sale or other transfer of all or substantially all of must not alter Landlord's rights under the stock or assets of TenantLease, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does and must not imply consent to impose any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of additional obligation on Landlord. Any entity to which a Transfer is made is a “Transferee.” The Notwithstanding the foregoing, the following transactions (any of them, a “Permitted Transfer”"Excluded Transactions") shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01)VIII, does not alter Landlord’s 's rights under this the Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer transfer to an entity acquiring all or substantially all of succeeding to the stock or business and assets of Tenant, whether by way of merger, consolidation, acquisition consolidation or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greaterotherwise; orand (b) Any Transfer transfer to an entity controlling Tenant, directly or indirectly controlled, controllingcontrolled and beneficially owned by Tenant, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” control shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet or assign or enter into other arrangements such that the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of its interest in the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any other entityperson in which Landlord owns an interest, whether directly or indirectly (by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all applying constructive ownership rules set forth in Section 856(d)(5) of the stock Internal Revenue Code (the "Code"); or assets (iii) sublet the Premises or assign this Lease in any other manner which could cause any portion of Tenantthe amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent which could cause any other income received by Landlord to fail to qualify as provided income described in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”856(c)(2) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph Code. The requirements of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose 12.1 shall apply to any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether further subleasing by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orsubtenant. (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as A change in the case control of Tenant shall constitute an assignment either the original Tenant requiring Landlord's consent. The transfer, on a cumulative basis, of 50% or the assignee has a creditworthiness at least equal to or greater than Tenant’s as more of the date voting or management control of Tenant shall constitute a change in control for this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantspurpose.

Landlord’s Consent Required. Except for a Permitted Transferas otherwise provided in this ▇▇▇▇▇▇▇▇▇ ▇▇, as defined below, Tenant ▇▇▇▇▇▇ shall not directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the Premises or of its interest in this Lease Tenant’s leasehold estate hereunder (collectively, “Assignment”), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises or any other entityportion thereof (the foregoing, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, including without limitation any license or use agreement, any sub-sublease or subsequent subletting by mergerany subtenant, consolidation, sale sub-subtenant or other transfer occupant of all or substantially all any portion of the stock or assets of TenantPremises, or otherwise) or act of Tenant (each a and similar occupancy rights, collectively, “Transfer” ) Sublease”), without Landlord’s prior written consent as provided in Section 13.02 beloweach instance, which consent shall not be unreasonably withheld, conditioned or delayed. Consent to one Transfer does not imply Without otherwise limiting the criteria upon which Landlord may withhold its consent to any other Transfer proposed Sublease or waive the consent requirement. Any attempted Transfer without Assignment, Landlord’s withholding of consent shall be void at presumptively reasonable where either: (i) the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one creditworthiness of the following proposed sublessee or assignee is not acceptable to Landlord, in Landlord’s reasonable discretion, or to any Mortgagee; or (and provided further that ii) the proposed Transfer complies sublessee’s or assignee’s use of the Premises is not in compliance with all the Permitted Use as described in the Basic Lease Information or may violate or create a potential violation of Laws or third party agreements (including leases) affecting the Project, or will involve the storage, use or disposal of Hazardous Substances other provisions of than as expressly allowed by this Lease, including, without limitation, this Article 13 ; or (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (aiii) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or if at the time of Tenant’s request for consent the Landlord either has available space for lease in the Project or anticipates that there will be available space in the Project within the subsequent six (6) months, and if the proposed subtenant or assignee is a then-existing tenant or occupant of the Project, or is a prospective tenant with whom Landlord is dealing with regard to leasing space in the Project or with whom Landlord has had any dealings within the past six months with regard to leasing space in the Project, or is an affiliate of any such tenant, occupant or prospective tenant; (iv) if the proposed form of Sublease or Assignment does not include the provisions expressly required to be included in any Sublease or Assignment pursuant to this Paragraph 10; or (v) if such Assignment or Sublease is not consented to by the Ground Lessor or any Mortgagee, to the extent such consent is required. Notwithstanding any contrary provision of law, including California Civil Code Section 1995.310, Tenant shall have no right, and Tenant hereby waives and relinquishes any right, to cancel or terminate this Lease in the event Landlord is determined to have unreasonably withheld or delayed its consent to a proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything If Landlord consents to the contrary hereinSublease or Assignment, so long as Tenant’s shares are traded on Tenant may thereafter enter into a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to valid Sublease or Assignment upon the provisions of this Article 13. Tenant acknowledges that the covenants contained terms and conditions set forth in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsParagraph 10.

Landlord’s Consent Required. Except Tenant shall not assign this Lease or any interest therein, or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in any other manner transfer all or any part of Tenant’s interest under this Lease (each and all a Permitted “Transfer”), without the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14) shall not be unreasonably withheld, conditioned or delayed. If Tenant is a business entity, any direct or indirect transfer of fifty percent (50%) or more of the ownership interest of the entity (whether in a single transaction or in the aggregate through more than one transaction) shall be deemed a Transfer provided however, a private equity financing of the Tenant in which more than an aggregate of fifty (50%) of the voting shares of Tenant or a transfer between or among current shareholders of Tenant of more than an aggregate of fifty percent (50%) of the voting shares of Tenant shall not be deemed a transfer under this Article 14 provided that any such sale or transfer was not consummated as defined belowa subterfuge to avoid the obligations of this Article 14. Notwithstanding any provision in this Lease to the contrary, Tenant shall not transfer mortgage, pledge, hypothecate or otherwise encumber this Lease or all or any part of Tenant’s interest under this Lease. L▇▇▇▇▇▇▇’s initials Tenant’s initials Notwithstanding anything to the contrary in this Section, Tenant may assign this Lease or sublease the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act an affiliate of Tenant (each a “Transfer” as defined below) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus determines in its reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Leasediscretion that, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transferthe assignment or sublease, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee affiliate has a creditworthiness at least equal net worth no less than Five Million Dollars ($5,000,000). Tenant will provide to or greater than Tenant’s as Landlord information to enable Landlord to make the determination of the date net worth of this Lease or at Tenant and the time of proposed Transfer, whichever is greateraffiliate. For purposes of this clause paragraph, an "affiliate" is an entity that (a) is majority owned by Tenant, owns a majority of Tenant or is majority owned by an entity that owns all the outstanding capital stock of Tenant; (b)) is an entity that merges with Tenant to create a new entity or that results from a consolidation or non-bankruptcy reorganization; (c) acquires all or substantially all the assets or stock of Tenant; or (d) Tenant is merged into, “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power result that Tenant ceases to control and manage exist after the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsmerger.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowset forth in this Article, Tenant shall not transfer directly or indirectly assign this Lease, or sublet or license the Premises or any part portion thereof, or advertise the Premises for assignment or subletting or permit the occupancy of all or any portion of the Premises by any person other than Tenant (each of the foregoing actions are collectively referred to as a “Transfer”) without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant complies with the provisions of its this Article. A Transfer shall include, without limitation, any transfer of Tenant’s interest in this Lease to by operation of law, merger or consolidation of Tenant into any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale firm or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Leasecorporation, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all the transfer or substantially all sale of the stock or assets of a controlling interest in Tenant, whether by way sale of merger, consolidation, acquisition its capital stock or otherwise (or any such entity, sale of all or a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than substantial part of Tenant’s as assets. Any Transfer shall be subject to this Lease, all of the date provisions of which shall be conditions to such Transfer and be binding on any transferee. No transferee shall have any right further to transfer its interest in the Premises except in accordance with this Lease Article 13. The foregoing restrictions shall be binding on any assignee or at sublessee to which Landlord has consented, provided, notwithstanding anything else contained in this Lease, Landlord’s consent to any further assignment, subleasing or any sub-subleasing by any approved assignee or sublessee may be granted or withheld by Landlord in accordance with this Article 13. If Tenant does Transfer with (or without) Landlord’s consent, any option or other right that Tenant may have relating to the time of proposed TransferPremises, whichever is greater; or (b) Any Transfer including any right to an entity directly extend the Term or indirectly controlledlease other premises, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as shall automatically be terminated except in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Related Party Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet or assign or enter into other arrangements such that the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of its interest in the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any other entityperson in which Landlord owns an interest, whether directly or indirectly (by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all applying constructive ownership rules set forth in Section 856(d)(5) of the stock Internal Revenue Code (the "Code"); or assets (iii) sublet the Premises or assign this Lease in any other manner which could cause any portion of Tenantthe amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent which could cause any other income received by Landlord to fail to qualify as provided income described in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”856(c)(2) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph Code. The requirements of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose 12.1 shall apply to any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether further subleasing by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orsubtenant. (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as A change in the case control of Tenant shall constitute an assignment either the original Tenant requiring Landlord's consent. The transfer, on a cumulative basis, of 25% or the assignee has a creditworthiness at least equal to or greater than Tenant’s as more of the date voting or management control of Tenant shall constitute a change in control for this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantspurpose.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowprovided in Section 3.8.8, Tenant shall not not, without the prior written consent of Landlord: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (herein referred to as a “Transfer”, which term shall include any reassignment of its interest in Lease after any initial assignment of this Lease by the original Tenant named herein, or any subsequent reassignment and any assignment of any sublease with respect to all or any portion of the Premises and any sub-subleasing of any portion of the Premises previously subleased) occurring without the prior written consent of Landlord shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other entitythan Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all to any subletting of the Premises, that the assignee or sublessee execute an instrument in form and substance satisfactory to Landlord in which such assignee or sublessee assumes the obligations of Tenant hereunder. For the purposes of this paragraph, the transfer or disposition (whether direct or indirect) of fifty percent (50%) or more of the capital stock or assets of Tenant, or otherwise) the merger, consolidation or act reorganization of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent such Tenant, shall be void at the election of Landlord. Any entity to which considered a Transfer is made is a “TransfereeTransfer.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted TransferSubject to the remaining provisions of this Article 11, as defined belowbut notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any part of the Premises or of its interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property (unless Landlord is unable to accommodate such present occupant’s need for additional space in the Building of a size comparable to that portion of the Premises covered by the proposed Transfer), or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other entitytenant in the Building; (6) the use, whether by salenature, assignmentbusiness, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale activities or other transfer of all or substantially all reputation in the business community of the stock proposed transferee (or assets of Tenantits principals, employees or otherwiseinvitees) or act of Tenant (each a “Transfer” ) without does not meet Landlord’s prior written consent as provided standards for Building tenants; or (7) the proposed transferee is or has been involved in Section 13.02 belowlitigation with Landlord or any of its Affiliates. Consent Tenant shall not be entitled to one Transfer does not imply receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any other Transfer such provision through specific performance or waive the consent requirementdeclaratory judgment and to recover Tenant’s actual costs and expenses including reasonable attorneys’ fees if Tenant prevails in such action. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions violation of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or is voidable at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord’s option.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not The purpose of this Lease is to transfer any part possession of the Premises or of its interest in to Tenant for Tenant's personal use and Tenant has not entered into this Lease for the purpose of obtaining the right to any other entityconvey the leasehold to others. The ability of Tenant to assign or sublet the Premises is subsidiary and incidental to the underlying purpose of this Lease. Tenant will not, whether either voluntarily or by saleoperation of law, assignmentassign, transfer, mortgage, subleasepledge, licensehypothecate or encumber this Lease or any interest herein, transferand will not sublet the Premises or any part thereof or any right or privilege appurtenant thereto, operation or allow any other person (the employees, agents, servants and invitees of law (includingTenant excepted) to occupy or use the Premises or any portion thereof, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 belowof Landlord, which consent will not be unreasonably withheld. Consent Provided Tenant has received Landlord's consent herein, Tenant agrees throughout the term of this Lease not to one Transfer does not imply consent sublease to any other Transfer or waive the consent requirementmore than four (4) tenants total. Any attempted Transfer without consent shall cumulative transfer of more than thirty percent (30%) of the voting stock will be void at deemed to be an assignment by Tenant of this Lease which requires the election of Landlord. Any entity prior written notice to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an controlling entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least consolidated net worth equal to or greater than Tenant’s as of 's. If notice is given to Landlord, then the date of controlling entity shall submit to Landlord for its approval all reasonably required financial documentation to support the financial qualifications. Any transfer or subletting attempted or concluded without Landlord's prior written consent will be void and will constitute a default under this Lease or at the time of proposed TransferLease. Consent by Landlord to any transfer (including, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlledbut not limited to, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (bsubletting), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything be limited to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares particular transfer approved by Landlord and shall not be deemed a Transfer subject to the provisions of this Article 13be Landlord's consent to any subsequent transfer. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall havehave no obligation to sublessees and Tenant agrees to be responsible for such parties' compliance with all rules, in addition to any regulations, and other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.. Initials /s/ EJC -------- Initials --------

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not voluntarily or by operation of law assign, pledge, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant’s interest in this Lease to or in the Premises (any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each foregoing hereinafter may be referred to as a “Transfer” ) ”), or permit any Transfer to occur, without Landlord’s prior written consent as provided in Section 13.02 beloweach case. Consent A “Transfer” requiring Landlord’s consent hereunder shall include, without limitation, the use or occupancy of the Premises or any part thereof by any party other than Tenant, and the granting of concessions, licenses and the like with respect to one Transfer does not imply the Premises or any part thereof. Provided that Tenant’s request for consent reflects in prominent typeface that Landlord is required to any other Transfer or waive respond within such period, Landlord shall respond to Tenant’s written request for consent hereunder within ten (10) business days after Landlord’s receipt of the consent requirementwritten request from Tenant. Any attempted Transfer without such consent shall be void at the election and shall constitute an Event of Default under this Lease. Tenant’s written request for Landlord. Any entity ’s consent shall include, and Landlord’s ten (10) business day response period referred to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) above shall not require the consent of commence, unless and until Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one has received from Tenant, all of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): information: (a) Any Transfer financial statements for the proposed assignee or subtenant (b) a detailed description of the business the assignee or subtenant intends to an entity acquiring all operate at the Premises, (c) the proposed effective date of the assignment or substantially sublease, (d) a copy of the proposed sublease or assignment agreement which includes all of the stock material terms and conditions of the proposed assignment or assets sublease, (e) a reasonably detailed description of Tenant, whether any ownership or commercial relationship between Tenant and the proposed assignee or subtenant; and (f) a description of any Alterations the proposed assignee or subtenant desires to make to the Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by way of merger, consolidation, acquisition any person or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares written request shall not be deemed a Transfer subject considered complete until the information described in (a) of the previous sentence has been provided with respect to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantseach proposed guarantor.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowset forth in this Article, Tenant shall not transfer directly or indirectly assign this Lease, or sublet or license the Premises or any part portion thereof, or advertise the Premises for assignment or subletting or permit the occupancy of all or any portion of the Premises or by any person other than Tenant (each of its the foregoing actions are collectively referred to as a “Transfer”) without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld provided that Tenant complies with the provisions of this Article. Subject to Section 13.04 herein, a Transfer shall include, without limitation, any transfer of Tenant’s interest in this Lease to by operation of law, merger or consolidation of Tenant into any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale firm or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Leasecorporation, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all the transfer or substantially all sale of the stock or assets of a controlling interest in Tenant, whether by way sale of merger, consolidation, acquisition its capital stock or otherwise (or any such entity, sale of all or a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than substantial part of Tenant’s as assets. Any Transfer shall be subject to this Lease, all of the date provisions of which shall be conditions to such Transfer and be binding on any transferee. No transferee shall have any right further to transfer its interest in the Premises, and nothing herein shall impose any obligation on Landlord with respect to a further Transfer. The foregoing restrictions shall be binding on any assignee or sublessee to which Landlord has consented, provided, notwithstanding anything else contained in this Lease Lease, Landlord’s consent to any further assignment, subleasing or any sub-subleasing by any approved assignee or sublessee may be withheld by Landlord at Landlord’s sole discretion. If Tenant does Transfer with (or without) Landlord’s consent, any option or other right that Tenant may have relating to the time of proposed TransferPremises, whichever is greater; or (b) Any Transfer including any right to an entity directly extend the Term or indirectly controlledlease other premises, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as shall automatically be terminated except in the case of an assignment either a Related Party Transfer. Landlord’s Managing Agent, ▇▇▇▇ and Company, Inc. (or such other manager of the original Tenant or the assignee has a creditworthiness at least equal Building appointed from time to or greater than time by Landlord) shall be Tenant’s as exclusive broker for a period of the date of this Lease or at the time of six (6) months with respect to any proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as such Managing Agent uses its good faith best efforts to market in accordance with Tenant’s shares are traded on directions; and after such period Tenant may appoint a nationally recognized stock exchange, co-exclusive broker to serve along with Landlord’s Managing Agent. Such Managing Agent shall be paid a brokerage fee for any sale transfer in accordance with such Managing Agent’s commission schedule then in effect so long as such schedule is competitive with similar schedules of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsmajor Greater Boston brokerage firms.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer assign this lease, nor any right hereunder, nor sublet the premises, nor any part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (includingthereof, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity In exercising its reasonable discretion Landlord may consider all commercially relevant factors involved in the leasing of the premises including but not limited to which a Transfer is made is a “Transfereethe a) the creditworthiness and financial stability of the prospective assignee or subtenant; b) references of prior landlords; c) the past history of such subtenant, with respect to involvement in litigation and bankruptcy proceedings; d) the use, generation or disposal of hazardous materials. The presence of one negative factor enumerated above shall be deemed reasonable justification for Landlord’s withholding consent.” (b) The following involvement of Tenant or its assets in any transaction, or series of transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidationsale, acquisition acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise (any such entity, a “Successor Entity”otherwise), so long whether or not a formal assignment or hypothecation of this Lease or Tenant’s assets occurs, which results or will result in a reduction of the Net Worth of Tenant, as the resulting tenant under the Lease has a creditworthiness at least hereinafter defined, by an amount equal to or greater than Tenant’s twenty-five percent (25%) of such Net Worth of Tenant as it was represented to Landlord at the time of the date full execution and delivery of this Lease or at the time of proposed Transferthe most recent assignment to which Landlord has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever time said Net Worth of Tenant was or is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of shall be considered an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time by Tenant to which Landlord may reasonably withhold its consent. “Net Worth of proposed Transfer, whichever is greater. For Tenant” for purposes of this clause Lease shall be the net worth of Tenant (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly excluding any Guarantors) established under generally accepted accounting principles consistently applied. (c) An assignment or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” subletting of Tenant’s assets shall include interest in this Lease without limitation the transfer of assets having Landlord’s specific prior written consent shall, at Landlord’s option, be a value of more than 75% of the total value, as opposed to number, of Default curable after notice per Paragraph 13.1. (d) Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value remedy for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions breach of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Paragraph 12.1 by Landlord shall have, in addition be limited to any other rights and remedies available under this Lease or at law, the right to seek compensatory damages and/or injunctive relief and/or specific performance in order to enforce such covenantsrelief.

Landlord’s Consent Required. (a) Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part no portion of the Premises or of its Tenant’s interest in this Lease to may be acquired by any other person or entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (includinglaw, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets act of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord▇▇▇▇▇▇▇▇’s prior written consent, which consent as provided in Section 13.02 below. Consent to one Transfer does shall not imply consent to any other Transfer be unreasonably withheld, conditioned or waive the consent requirementdelayed. Any attempted Transfer transfer without consent shall be void at and shall constitute a breach of this Lease. Notwithstanding anything set forth herein to the election contrary, Tenant may assign this Lease or sublet the Premises or any part thereof, without the prior consent of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions Landlord (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): to (a) Any Transfer an Affiliate (as defined below) of Tenant, (b) an entity into which Tenant is merged, consolidated or converted (or the resulting entity in any merger of any other entity into or with Tenant), or (c) to an entity acquiring all to which fifty percent (50%) or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets are transferred (each, a “Permitted Transferee”); provided, however, (a) Tenant shall include without limitation give Landlord written notice of such Permitted Transfer prior to such Permitted Transfer or, if the transfer of assets having Permitted Transfer is subject to a value of more than 75% confidentiality or nondisclosure agreement, as soon thereafter as reasonably practical, (b) the Permitted Transferee must carry on the same use from the Premises as Tenant and (c) Tenant shall remain liable under the terms of the total valueLease. As used herein, as opposed to number(1) the term “Affiliate” means any person or entity controlled by, under common control with, or which controls, the Tenant, and (2) the term “control” means the possession, directly or indirectly, of Tenant’s assets other than (i) by license the power to direct or cause the direction of the right to use pharmaceutical products developed management and policies of the entity referred to, whether through ownership of voting securities, by Tenant in the ordinary course of Tenant’s businesscontract or otherwise, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant terms “controlling” and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything “controls” have meanings correlative to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsforegoing.

Landlord’s Consent Required. Except for a Permitted Transferas otherwise provided in this Para▇▇▇▇▇ ▇, as defined below▇▇▇▇▇▇ ▇▇▇ll not directly or indirectly, Tenant shall not voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the Premises or Tenant's leasehold estate hereunder (collectively, "Assignment"), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises or any portion thereof (the foregoing, including without limitation any license or use agreement, any sub-sublease or subsequent subletting by any subtenant, sub-subtenant or other occupant of its interest in this Lease to any other entityportion of the Premises, whether by saleand similar occupancy rights, assignmentcollectively, mortgage, sublease, license, transfer, operation of law (including"Sublease"), without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s 's prior written consent as provided in Section 13.02 beloweach instance, which consent shall not be unreasonably withheld. Consent to one Transfer does not imply Without otherwise limiting the criteria upon which Landlord may withhold its consent to any other Transfer proposed Sublease or waive the Assignment, if Landlord withholds its consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment where either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license the creditworthiness of the right proposed Sublessee or Assignee is not acceptable to use pharmaceutical products developed by Tenant Landlord, in the ordinary course of Tenant’s businessLandlord's reasonable discretion, or to any Mortgagee, or (ii) the proposed Sublessee's or Assignee's use of the Premises is not in an arm’s length transaction in which Tenant obtains market value for such assets and compliance with the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease Permitted Use as they become due, and/or otherwise used by Tenant described in the ordinary course of business (i.e.Basic Lease Information, such consideration is not distributed to stockholders or otherwise transferred to another party)withholding of consent shall be presumptively reasonable. Notwithstanding anything If Landlord consents to the contrary hereinSublease or Assignment, so long as Tenant’s shares are traded on Tenant may thereafter enter into a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to valid Sublease or Assignment upon the provisions of this Article 13. Tenant acknowledges that the covenants contained terms and conditions set forth in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsParagraph 9.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer assign this lease, nor any right hereunder, nor sublet the premises, nor any part thereof, without the prior written consent of Landlord which will not be unreasonably withheld, conditioned or delayed. In exercising its reasonable discretion Landlord may consider all commercially relevant factors involved in the leasing of the Premises including but not limited to the a) the creditworthiness and financial stability of the prospective assignee or subtenant (as compared to the obligations of such entity under the sublease or assignment, as the case may be); b) references of prior landlords; c) the past history of such subtenant, with respect to involvement in litigation and bankruptcy proceedings; d) the impact of said subtenant or assignee and proposed use of the premises on pedestrian and vehicular traffic, other tenants, and parking; e) the use, generation or disposal of hazardous materials. The presence of one negative factor enumerated above if material, shall be deemed reasonable justification for Landlord’s withholding consent. (b) A change in the control of Tenant shall constitute an assignment requiring Landlord’s consent. The transfer of forty-nine percent (49%) or more of the voting control of Tenant shall constitute a change in control for this purpose. An initial public offering of Tenant’s stock on a recognized exchange, as well as the subsequent transfer of shares of Tenant’s stock on a public exchange, will not, however, be deemed an assignment. (c) So long as Tenant is not entering into the Permitted Transfer for the purpose of avoiding or otherwise circumventing the remaining terms of this Article 12, Tenant may assign its entire interest under this Lease, without the consent of Landlord, to (i) an affiliate, subsidiary, or parent of Tenant, or a corporation, partnership or other legal entity wholly owned by Tenant (collectively, an “Affiliated Party”), or (ii) a successor to Tenant by purchase, merger, consolidation or reorganization, provided that all of the following conditions are satisfied (each such Transfer a “Permitted Transfer”): (1) Tenant is not in default under this Lease Lease; (2) Tenant shall give Landlord written notice prior to the effective date of the proposed Permitted Transfer; and (3) with respect to a purchase, merger, consolidation or reorganization or any other Permitted Transfer which results in Tenant ceasing to exist as a separate legal entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of a) Tenant’s successor shall own all or substantially all of the stock or assets of Tenant, or otherwiseand (b) or act of Tenant (each Tenant’s successor shall have a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to net worth which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or the greater than of Tenant’s as of net worth at the date of this Lease or at Tenant’s net worth as of the time day prior to the proposed purchase, merger, consolidation or reorganization. If requested by Landlord, Tenant’s successor shall sign a commercially reasonable form of proposed Transferassumption agreement as used herein, whichever is greater(A) “parent” shall mean a company which owns a majority of Tenant’s voting equity; or (bB) Any Transfer to “subsidiary” shall mean an entity directly wholly owned by Tenant or indirectly controlledat least 51% of whose voting equity is owned by Tenant; and (C) “affiliate” shall mean an entity controlled by, controlling, controlling or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for Other than a Permitted Transfer, as defined below, Tenant shall not not, directly or indirectly, voluntarily or by operation of Law, sell, assign, encumber, mortgage, pledge, or otherwise transfer or hypothecate all of any part of the Premises, or Tenant’s leasehold estate hereunder, or sublet all or any portion of the Premises or of its interest in this Lease permit the Premises to any be occupied by anyone other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of than Tenant (each such act herein referred to as a “Transfer” ) ”), without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does each instance, which consent shall not imply consent to any other Transfer be unreasonably withheld, conditioned, or waive the consent requirementdelayed. Any attempted Transfer without Landlord’s prior written consent shall be void at the election of Landlord. Any entity to which and shall constitute a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions non-curable breach of this Lease. If Tenant is a partnership or a limited liability company, includingany cumulative transfer of at least fifty-one percent (51%) of the partnership or limited liability company membership interests, without limitationas applicable, this Article 13 (other than the first paragraph of this Section 13.01), does not alter shall constitute a Transfer and shall require Landlord’s rights under consent except as otherwise provided in this Lease. Without limiting the foregoing, it shall constitute a Transfer and does not impose any additional obligation on shall require Landlord): ’s consent if: (a) Any Transfer to an entity acquiring all Tenant is a limited partnership, there is a transfer of a general partner interest; or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlledif Tenant is a limited liability company, controllingthere is a transfer of any managing membership interest. If Tenant is a corporation, or under common control with Tenant (any such entity, change in a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial controlling interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% voting stock of the total value, as opposed to number, of Tenantcorporation shall constitute a Transfer and shall require Landlord’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party)prior consent. Notwithstanding the foregoing or anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchangein this Lease, any sale Transfer of Tenant’s shares any interest in Guarantor or in any Person owning a direct or indirect interest in Guarantor shall not be deemed constitute a Transfer subject to the provisions under this Section 11.1 or any other provision of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material Lease and shall be freely permitted without any notice to the transaction contained herein and that Landlord shall haveor any other requirement, provided however, in addition to any other rights and remedies available under the event a Guarantor Material Change occurs, Tenant shall comply with Section 5.4 of this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsAgreement.

Landlord’s Consent Required. Except Tenant shall not assign, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in any other manner transfer all or any part of Tenant’s interests under this Lease (each and all a Permitted “Transfer”), as defined belowwithout the prior written consent of Landlord, which (subject to the other provisions of this Section 14) shall not be unreasonably withheld nor delayed. Notwithstanding any provision in this Lease to the contrary, Tenant shall not transfer mortgage, pledge, hypothecate or otherwise encumber all or any part portion of Tenant’s interest under this Lease. For purposes of this Section 14, “Transfer” also includes: (a) if Tenant is a partnership or limited liability company: (1) a change in ownership effected voluntarily, involuntarily, or by operation of law, within a twelve-month (12-month) period of fifty percent (50%) or more of the Premises partners or members or fifty (50%) percent (50%) or more of the partnership or membership interests; or (2) the dissolution of the partnership or limited liability company without its interest in this Lease immediate reconstitution; or (b) if Tenant is a closely held corporation (i.e., one whose stock is not publicly held and not Traded through an exchange or over the counter): (1) the sale or other transfer, within a twelve-month (12-month) period of more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than to any other entity, whether immediate family members by reason of gift or death); (2) the sale, assignment, mortgage, subleasehypothecation, licenseor pledge, transferwithin a twelve-month (12-month) period of more than an aggregate of fifty percent (50%) of the value of Tenant’s unencumbered assets; or (3) the dissolution, operation of law (including, without limitation by merger, consolidation, sale or other transfer reorganization of Tenant. Notwithstanding anything to the contrary contained in this Lease and for the avoidance of doubt, (i) an assignment to a transferee or purchaser of all or substantially all of the assets of or a majority of stock or assets membership interests of TenantTenant through a purchase, merger, consolidation or reorganization of Tenant by or with another entity (whether such acquisition takes the form of an asset sale, a stock sale or a combination thereof), (ii) an assignment of the Premises to a transferee which is the resulting entity of a merger or consolidation of Tenant with another entity, or otherwise(iii) an assignment or act subletting of all or a portion of the Premises to an affiliate of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all which is controlled by, controls, or substantially all of the stock or assets of is under common control with, Tenant) (each, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a an “Successor EntityAffiliate”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed an “Assignment” or a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in transfer under this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants14.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, transfer, mortgage, or otherwise transfer or encumber (collectively, “assign”) or sublet all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent, which consent as provided shall not be unreasonably withheld. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas, and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet, assign, or enter into other arrangements in which the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any person or entity in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 13.02 below856(d)(5) of the Internal Revenue Code (the “Code”); or (iii) sublet the Premises or assign this Lease in any other manner which could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) of the Code. Consent to one Transfer does not imply consent The requirements of this Section 12.1 shall apply to any other Transfer further subleasing by any subtenant. Notwithstanding the foregoing, in the event of any assignment or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity subletting to which a Transfer is made is a “Transferee.” The following transactions (any of themLandlord consents, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that fifty percent (50%), in the transaction is in fact one event of a sublease, of any rent received by Tenant above the rent then being paid by Tenant to Landlord less: (i) rent obligations paid by Tenant hereunder during any period when the Premises were vacant following the marketing of the following Premises for such sublease; (ii) the costs of any tenant improvements made or allowance given to the subtenant for tenant improvements; (iii) any free rent or other economic concessions given the subtenant; and provided further that the proposed Transfer complies with all other provisions of this Lease(iv) any commissions or marketing expense paid by Tenant for such sublease. In addition, including, without limitation, this Article 13 Landlord shall receive fifty percent (other than the first paragraph of this Section 13.0150%), does not alter in the event of an assignment, of any profit derived by Tenant from such assignment less any commissions or marketing expense paid by Tenant for such assignment. In the event of any assignment or subletting, Tenant shall pay to Landlord or its authorized managing agent (as directed by Landlord)a fee of $750.00 to cover Landlord’s rights under costs of review, negotiation, preparation or execution of any documentation regarding such assignment or subletting. Notwithstanding the foregoing, Tenant may sublease up to 50% of the Premises, pursuant to this LeaseSection, and does Landlord shall not impose receive any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all portion of the stock profit derived from such sublease. Landlord shall approve or assets disapprove a proposed sublease of up to 50% of the Premises within ten (10) days following receipt of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orwritten request. (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as A change in the case control of Tenant shall constitute an assignment either the original Tenant requiring Landlord’s consent. The transfer, on a cumulative basis, of 25% or the assignee has a creditworthiness at least equal to or greater than Tenant’s as more of the date voting or management control of Tenant shall constitute a change in control for this Lease or at purpose, provided that changes resulting from the time sale of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having stock through a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares exchange shall not be deemed constitute a Transfer subject to the provisions change of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantscontrol hereunder.

Landlord’s Consent Required. Except (i) for a Permitted TransferRelated Party Transfers, and (ii) as defined belowset forth in this Article, Tenant shall not transfer directly or indirectly assign this Lease, or sublet or license the Premises or any part portion thereof, or advertise the Premises for assignment or subletting, or permit the occupancy of all or any portion of the Premises or the use of its interest in this Lease to any portion of the Initial Tenant Work by any person other entitythan Tenant, whether including transfer by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale pledge or other transfer encumbrance (whether of all or substantially all of the stock or assets any portion of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights interest under this Lease, and does not impose or any additional obligation on Landlord): ownership interest (adirect or indirect) Any Transfer to an entity acquiring all in Tenant, or substantially all any portion of the stock Initial Tenant Work or assets any equipment, machinery, trade fixture or other property paid for in whole or in part by any portion of Tenant, whether by way Landlord’s Allowance) each of merger, consolidation, acquisition or otherwise (any such entity, the foregoing actions are collectively referred to as a “Successor EntityTransfer”), so long nor advertise the availability of or market the Premises for a Transfer in whole or in part, without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Tenant complies with the provisions of this Article. An assignee, subtenant, licensee, or other occupant is referred to herein as a “Transferee”. It shall be reasonable for Landlord to withhold consent to a proposed Transfer (other than a Related Party Transfer) if the resulting tenant under the Lease has proposed Transferee does not have a creditworthiness at least net worth equal to or greater than Tenant’s as in excess of that of Tenant at the date Date of this Lease or at immediately prior to the time of proposed Transfer, whichever is greater; or , or if the use proposed to be made of the Premises (bor the applicable portion thereof) by the proposed Transferee is not a Permitted Use hereunder. A “Transfer” shall include any transfer of Tenant’s interest in this Lease by operation of law, the transfer or sale of a controlling interest in Tenant (whether direct or indirect, and whether in one transaction or in a series of related transactions), any “Related Party Transfer” (as defined below), and the grant of permission or license by Tenant to any other person or entity to use or occupy any portion of the Premises for any period of time or for any purpose whatsoever. Any Transfer shall be subject to an entity directly or indirectly controlledthis Lease, controlling, or under common control with Tenant (all of the provisions of which shall be conditions to such Transfer and be binding on any such entity, a “Related Entity”) so long as Transferee. No Transferee shall have any right further to Transfer its interest in the case of an assignment either the original Tenant or the assignee has Premises, and nothing herein shall impose any obligation on Landlord with respect to a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed further Transfer, whichever is greater. For purposes of this clause (b)Lease, the term “controlTransfer” shall mean possession not include any mortgage, pledge or other encumbrance on or of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly any equipment, machinery, trade fixture or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, property owned or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration which is not distributed to stockholders paid for in whole or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenantin part by any portion of Landlord’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsAllowance.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowprovided in Section 11.02, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license or otherwise transfer or encumber (collectively, a “Transfer”) all or any part of the Premises or of its Tenant’s interest in this Lease or in the Premises or any part thereof to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law another party (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Transferee”), without Landlord’s prior written consent; provided, however, Landlord shall not unreasonably withhold, condition (including, but not limited to requesting an increase in the Letter of Credit or additional security for this Lease) or delay its consent as provided to an assignment of this Lease or a subletting of all or a portion of the Premises. Notwithstanding the preceding sentence, any proposed Transfer that would require a Recognition Agreement or agreement of similar import to Landlord and Landlord’s Lender (defined in Section 13.02 15.01 below), Landlord’s consent may be conditioned upon an increase in the Letter of Credit or additional security for this Lease. Consent Tenant’s notice to one Transfer does not imply Landlord requesting consent to an assignment or subletting must comply with Section 11.05 below and contain the following inscription in bold-faced type: “FIRST NOTICE DELIVERED PURSUANT TO ARTICLE 11 OF LEASE – FAILURE TO RESPOND MAY RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” Landlord shall respond in writing to Tenant’s written request for consent hereunder within fifteen (15) business days and any attempted assignment, transfer, mortgage, encumbrance, subletting or licensing without obtaining Landlord’s prior written consent shall be void, and shall constitute a breach of this Lease. If Landlord fails to respond to Tenant’s request for consent to any other Transfer proposed assignment or waive subletting, Tenant may send a second (2nd) notice to Landlord, which notice must contain the following inscription in bold-faced type: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 11 OF LEASE - FAILURE TO TIMELY RESPOND WITHIN TEN (10) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord fails to deliver notice of Landlord’s consent requirementto, or the withholding of Landlord’s consent, to the proposed assignment or sublease within such ten (10) business day period, Landlord shall be deemed to have approved the assignment or sublease in question. Any attempted Transfer without If Landlord at any time timely delivers notice to Tenant of Landlord’s withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice the basis for such withholding of consent. Tenant shall reimburse Landlord upon demand for Landlord’s reasonable costs and expenses (including attorneys’ fees, architect fees and engineering fees) incurred by Landlord involved in reviewing any request for consent whether or not such consent is granted; provided, however, that the maximum aggregate amount of attorneys’ fees which Tenant may be obligated to pay in connection with any Tenant request for consent shall be void at $5,000 for each such request, unless the election request includes a proposed recognition agreement for the subtenant. Notwithstanding anything herein to the contrary, Tenant hereby agrees that Tenant shall initially occupy a minimum of Landlordone hundred twenty thousand (120,000) square feet of Rentable Area in the Building. Any entity Without limitation as to which a other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any Applicable Law for Landlord to withhold consent to any proposed Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact where one or more of the following apply: (and provided further i) The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project; (ii) The Transferee intends to use the subject space for purposes which are not permitted under this Lease; (iii) The Transferee is either a governmental agency or instrumentality thereof; (iv) The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the Transfer on the date consent is requested. For the purposes of this Section 11.01(iv), reasonable financial worth and/or financial stability shall mean that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least Transferee shall have Cash Equivalents equal to or greater than Tenant’s as the amount of rent due under the proposed term of the date of this Lease or Transfer. Notwithstanding the foregoing, if at the time of the proposed Transfersubleasing Tenant has Cash Equivalents of Two Hundred Twenty-Five Million Dollars ($225,000,000) or greater, whichever Landlord will not withhold Landlord’s consent to a subletting in which the sublessee is greaternot requesting a recognition agreement from the Landlord based upon the creditworthiness of the proposed sublessee, so long as Cloudera, Inc. remains primarily liable under this Lease; (v) The proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Building a right to cancel its lease; or (bvi) Any If any proposed Transfer shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to an entity directly or indirectly controlled, controlling, or under common control with Landlord and its affiliates. Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as hereby waives Section 1995.310 of the date California Civil Code pertaining to remedies for withholding of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power consent to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsleasehold.

Landlord’s Consent Required. (a) Except for a Permitted Transfer, as defined otherwise provided in Paragraph 12.1(c) below, Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign”) or sublet all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent, which consent as provided shall not be unreasonably withheld. Relevant criteria in determining reasonableness of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Any assignment or subletting shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet or assign or enter into other arrangements such that the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 13.02 below856(d)(5) of the Internal Revenue Code (the “Code”); or (iii) sublet the Premises or assign this Lease in any other manner which could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) of the Code. Consent to one Transfer does not imply consent The requirements of this Section 12.1 shall apply to any other Transfer further subleasing by any subtenant. (b) A change in the control of Tenant shall constitute an assignment requiring Landlord’s consent. The transfer, on a cumulative basis, of twenty-five percent (25%) or waive more of the consent requirement. Any attempted Transfer voting or management control of Tenant shall constitute a change in control for this purpose. (c) Notwithstanding the provisions of Paragraph 12.1(a), Landlord agrees that during the twelve (12) month period after the Commencement Date, Tenant may assign this Lease, without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require obtaining the consent of Landlord, to a limited partnership (to be named ▇▇▇▇ ▇▇) in which the partners (general and limited) are entities owned or controlled by PharmaFab, Inc., ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇ (or a combination thereof). However, Tenant shall promptly notify Landlord provided that Landlord of such assignment. No such assignment shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one relieve Tenant of its obligations under this Lease or relieve ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇ of their obligations as guarantors of the following (and provided further that the proposed Transfer complies with all other provisions obligations of Tenant under this Lease. Upon the request of Landlord, including, without limitation, this Article 13 Tenant shall (other than i) cause the first paragraph assignee to execute an instrument reasonably satisfactory to Landlord evidencing the assumption by such assignee of this Section 13.01), does not alter Landlordall of Tenant’s rights obligations under this Lease, and does not impose any additional obligation on Landlord): (aii) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date cause each guarantor of this Lease to execute a ratification of his or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsher guaranty.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law or in the Premises (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each hereinafter collectively a “Transfer” ) ”), without Landlord’s prior written consent, which shall not be unreasonably withheld. Landlord shall respond to Tenant’s written request for consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive hereunder within fifteen (15) days after Landlord’s receipt of the consent requirementwritten request from Tenant. Any attempted Transfer without such consent shall be void at the election and shall constitute a default and breach of this Lease. Tenant’s written request for Landlord. Any entity ’s consent shall include, and Landlord’s within fifteen (15) day response period referred to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) above shall not require the consent of commence, unless and until Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one has received from Tenant, all of the following information: (and provided further that a) financial statements for the proposed Transfer complies assignee or subtenant prepared in accordance with accounting principles consistently applied for the lesser of (i) the past three (3) years or (ii) the time period the assignee or subtenant has been in existence, (b) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (c) the proposed effective date of the assignment or sublease, (d) a copy of the proposed sublease or assignment agreement which includes all other provisions of the terms and conditions of the proposed assignment or sublease, (e) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant and (f) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises. Notwithstanding anything to the contrary contained in this Lease, including, without limitation, this Article 13 (other than the first paragraph an assignment or subletting of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or a portion of the Premises: (x) to a corporation or other business entity (“Successor Entity”) into or with which Tenant shall be merged or consolidated, or to which substantially all of the stock or assets of TenantTenant may be transferred, whether by way and provided that the successor corporation shall assume in writing all of merger, consolidation, acquisition the obligations and liabilities of Tenant under this Lease; or otherwise (any such entity, y) to a corporation or other business entity (herein sometimes referred to as a “Successor Related Entity”)) which shall control, so long as the resulting tenant under the Lease has a creditworthiness at least equal to be controlled by or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or be under common control with Tenant (any such entity, assignee or sublessee described in items (x) and (y) of this Section 12.1 hereinafter referred to as a “Related EntityPermitted Transferee”), shall not be considered a Transfer, provided that (i) so long Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth above, (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, it being understood that such Transferee shall thereafter become liable under this Lease, on a joint and several basis, with Tenant, (iii) any Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) in the case of an assignment either assignment, such Successor Entity or Related Entity, as applicable, together with the original Tenant or the assignee has Tenant, shall have a creditworthiness tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (excluding goodwill as an asset) at least equal to or greater than Tenant’s that of original Tenant as of the date of this Lease, and, in Landlord’s reasonable judgment, is otherwise equally able as Tenant to meet the Tenant’s financial obligations under this Lease or at as and when they are due and payable, and (v) any lender of Landlord’s which is required to give consent to the time of proposed Transfertransfer does so. “Control,” as used in this Section 12.1, whichever is greater. For purposes of this clause (b), “control” shall mean possession the ownership, directly or indirectly, of more than 50 at least fifty-one percent ownership (51%) of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly voting securities of, or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license possession of the right to use pharmaceutical products developed by Tenant vote, in the ordinary course direction of Tenant’s businessits affairs, or of at least fifty-one percent (ii51%) in an arm’s length transaction in which Tenant obtains market value for such assets and of the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchangevoting interest in, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease person or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsentity.

Landlord’s Consent Required. Except (a) Tenant shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign”) all or any part of Tenant’s interest in this Lease or in the Premises without Landlord’s prior written consent, which consent will not unreasonably be withheld provided that (i) Tenant has complied with the provisions of this subparagraph and Landlord has declined to exercise its rights thereunder; (ii) the proposed assignee is engaged in a business in the Premises which will be used in a manner which is in keeping with the then standards of the Building Complex and does not conflict with any exclusive use rights granted to any other tenant; (iii) the proposed assignee has reasonable financial worth in light of the responsibilities involved and Tenant shall have provided Landlord with reasonable evidence thereof; (iv) there is no Event of Default hereunder at the time Tenant makes its request for such consent; (v) the proposed assignee is not a Permitted Transfergovernmental or quasi-governmental agency; or (vi) the proposed assignee is not a tenant under or is not currently negotiating a lease with Landlord in any building owned by Landlord in the Denver metropolitan area (including in the Building Complex). Notwithstanding anything contained in Section 13 to the contrary, in the event Tenant requests Landlord’s consent to assign its interest in this Lease, Landlord shall have the right to (x) consent to such assignment in its reasonable discretion as defined belowdescribed in the preceding sentences; (y) refuse to grant such consent in Landlord’s reasonable discretion based upon the criteria described above; or (z) refuse to grant such consent and terminate this Lease as to the portion of the Premises with respect to which such consent was requested; provided, however, if Landlord refuses to grant such consent and elects to terminate the Lease as to such portion of the Premises, Tenant shall not transfer any part have the right within fifteen (15) days after Landlord’s exercise of its right to terminate to withdraw Tenant’s request for such consent and remain in possession of the Premises under the terms and conditions hereof. In the event the Lease is terminated as set forth herein, such termination shall be effective as of the date set forth in a written notice from Landlord to Tenant, which date shall in no event be more than thirty (30) days following such notice. If Landlord exercises its right to recapture any or all of the Premises pursuant to this Section 13.1(a), in no event shall Tenant be entitled to any proceeds derived from or relating to (directly or indirectly) any assignment of this Lease, or any sublease or sub-sublease by Landlord of any or all of the Premises. Tenant hereby agrees that in the event it desires to assign this Lease to any party, in whole or in part, Tenant shall notify Landlord not less than thirty (30) days prior to the date Tenant desires to assign this Lease (“Tenant’s Notice”). Tenant’s Notice shall set forth a description of the Premises to be assigned and the terms and conditions on which Tenant desires to assign this Lease. Landlord shall have thirty (30) days following receipt of Tenant’s Notice to exercise Landlord’s rights pursuant to (x), (y) and (z) above. If Landlord consents to such assignment, and if for any reason Tenant is unable to assign the applicable portion of its interest in this Lease on the terms and conditions contained in Tenant’s Notice within one hundred and twenty (120) days following its original notice to Landlord, Tenant agrees to reoffer the Premises to Landlord in accordance with the provisions hereof prior to assigning the same to any other entitythird party. Notwithstanding the foregoing, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially Landlord’s consent shall not be required for an assignment to an assignee who meets all of the stock following conditions as reasonably determined by Landlord and established under generally accepted accounting principles consistently applied at the time of the proposed assignment (“Permitted Assignee”). The Permitted Assignee shall (i) have a tangible net worth of $150 million or more; (ii) have on hand at the time of the proposed assignment cash and cash equivalents of $20.6 million or more; (iii) have total debt of less than 15.6% of total assets; (iv) have a profit margin of 3.1% or greater; (v) have a return on assets of Tenant2.6% or higher, and, (vi) if the Permitted Assignee is rated by S&P or ▇▇▇▇▇’▇, the long term debt rating must be investment grade. If the Permitted Assignee satisfies each of the foregoing criteria and executes an express assumption of liability hereunder, Tenant shall be released from any liability under this Lease arising after the effective date of such assignment. All other assignments shall require Landlord’s written consent, which shall not be unreasonably withheld, conditioned, or otherwisedelayed (as specified in Section 13.1). (b) Tenant shall not sublease all or act any portion of Tenant (each a “Transfer” ) the Premises without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to consent, which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Leasebe unreasonably withheld, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord):delayed or conditioned. (ac) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orIntentionally left blank. (bd) Any Transfer to an entity directly An assignment or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” subletting of Tenant’s assets interest in this Lease without Landlord’s specific prior written consent shall, at Landlord’s option, be a Default curable after notice per Section 13.1, or a non-curable Default without the necessity of any notice and grace period. If Landlord elects to treat such unconsented assignment or subletting as a non-curable Default, Landlord shall include without limitation have the transfer of assets having a value of more than 75% of the total value, as opposed right to number, of Tenant’s assets other than either: (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s businessterminate this Lease, or (ii) upon thirty (30) days written notice (“Landlord’s Notice”), increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises or one hundred ten percent (110%) of the Base Rent then in an armeffect. Pending determination of the new fair market rental value, if disputed by Tenant, Tenant shall pay the amount set forth in Landlord’s length transaction Notice, with any overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in which the event of such Default and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Tenant obtains shall be subject to similar adjustment to the then fair market value for such assets and the consideration paid to Tenant is retained as reasonably determined by Tenant and available to pay amounts due under Landlord (without the Lease as they become duebeing considered an encumbrance or any deduction for depreciation or obsolescence, and/or otherwise used by Tenant and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the ordinary course of business price previously in effect; (i.e., such consideration is not distributed to stockholders ii) any index-oriented rental or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants price adjustment formulas contained in this Section 13.01 are material Lease shall be adjusted to require that the base index be determined with reference to the transaction contained herein index applicable to the time of such adjustment; and that (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Landlord’s Notice. (e) Tenant’s remedy for any breach of this Section 13.1 by Landlord shall have, in addition be limited to any other rights and remedies available under this Lease or at law, the right to seek compensatory damages and/or injunctive relief and/or specific performance in order to enforce such covenantsrelief.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer assign this Lease, nor any right hereunder, nor sublet the premises, nor any part thereof, without the prior written consent of Landlord which shall not be unreasonably withheld. In exercising its reasonable discretion Landlord may consider all commercially relevant factors involved in the leasing of the Premises premises including but not limited to the a) the creditworthiness and financial stability of the prospective assignee or subtenant; b) references of its interest prior landlords; c) the past history of such subtenant, with respect to involvement in litigation and bankruptcy proceedings; d) the impact of said subtenant or assignee and proposed use of the premises on pedestrian and vehicular traffic, other tenants, and parking; e) the use, generation or disposal of hazardous materials. The presence of one negative factor enumerated above shall be deemed reasonable justification for Landlord’s withholding consent. (b) A change in the control of Tenant shall constitute an assignment requiring Landlord’s consent. The transfer, on a cumulative basis, of fifty percent (50%) or more of the voting control of Tenant shall constitute a change in control for this purpose. For purposes of this paragraph, neither the private placement offering or public offering of tenant’s securities, nor the assignment of this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets an Affiliate of Tenant, or otherwiseshall constitute a change of control requiring landlord’s consent. (c) or act The involvement of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided or its assets in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer transaction, or waive the consent requirement. Any attempted Transfer without consent shall be void at the election series of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidationsale, acquisition acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise (any such entity, a “Successor Entity”otherwise), so long whether or not a formal assignment or hypothecation of this Lease or Tenant’s assets occurs, which results or will result in a reduction of the Net Worth of Tenant, as the resulting tenant under the Lease has a creditworthiness at least hereinafter defined, by an amount equal to or greater than Tenant’s twenty-five percent (25%) of such Net Worth of Tenant as it was represented to Landlord at the time of the date full execution and delivery of this Lease or at the time of proposed Transferthe most recent assignment to which Landlord has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever time said Net Worth of Tenant was or is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of shall be considered an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time by Tenant to which Landlord may reasonably withhold its consent. “Net Worth of proposed Transfer, whichever is greater. For Tenant” for purposes of this clause Lease shall be the net worth of Tenant (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly excluding any Guarantors) established under generally accepted accounting principles consistently applied. (d) An assignment or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” subletting of Tenant’s assets interest in this Lease without Landlord’s specific prior written consent shall, at Landlord’s option, be a Default curable after notice per Paragraph 13.1, or a non-curable Breach without the necessity of any notice and grace period. If Landlord elects to treat such unconsented to assignment or subletting as a non-curable Breach, Landlord shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of have the right to use pharmaceutical products developed by Tenant in the ordinary course of terminate this Lease. (e) Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value remedy for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions Breach of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Paragraph 12.1 by Landlord shall have, in addition be limited to any other rights and remedies available under this Lease or at law, the right to seek compensatory damages and/or injunctive relief and/or specific performance in order to enforce such covenantsrelief.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant (a) TENANT shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign”) or sublet all or any part of the Premises or of its TENANT’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, or in the Leased Premises without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without LandlordLANDLORD’s prior written consent as provided given under and subject to the terms of Section 26.26 of this LEASE. (b) A change in Section 13.02 belowthe control of TENANT shall constitute an assignment requiring LANDLORD’s consent. Consent to one Transfer does not imply consent to The transfer, on a cumulative basis, of twenty-five percent (25%) or more of the voting control of TENANT shall constitute a change in control for this purpose. (c) The involvement of TENANT or its assets in any other Transfer transaction, or waive the consent requirement. Any attempted Transfer without consent shall be void at the election series of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidationsale, acquisition acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise (any such entity, a “Successor Entity”otherwise), so long whether or not a formal assignment or hypothecation of this Lease or TENANT’s assets occurs, which results or will result in a reduction of the Net Worth of TENANT, as the resulting tenant under the Lease has a creditworthiness at least hereinafter defined, by an amount equal to or greater than Tenant’s twenty-five percent (25%) of such Net Worth of TENANT as it was represented to LANDLORD at the time of the date full execution and delivery of this Lease or at the time of proposed Transferthe most recent assignment to which LANDLORD has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever time said Net Worth of TENANT was or is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of shall be considered an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time by TENANT to which LANDLORD may reasonably without its consent, “Net Worth of proposed Transfer, whichever is greater. For TENANT” for purposes of this clause Lease shall be the net worth of TENANT (b)excluding any Guarantors) established under generally accepted accounting principles consistently applied. (d) Any attempt to assign or sublet all or part of TENANT’s interest in this LEASE without LANDLORD’s specific prior written consent shall, “control” at LANDLORD’s option, be a default curable after notice per Section 26.12, or a non-curable breach without the necessity of any notice and grace period. If LANDLORD elects to treat such unconsented to assignment or subletting as a non-curable breach, LANDLORD shall mean possession of more than 50 percent ownership of have the shares of beneficial interest of the entity in question together with the power right to control and manage the affairs thereof either directly or by election of directors and/or officerseither. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s businessterminate this LEASE, or (ii) upon thirty (30) days’ written notice (“LANDLORD’s Notice”), increase the monthly Base Rent for the Leased Premises to the greater of the then fair market rental value of the Leased Premises, as reasonably determined by LANDLORD, or one hundred ten percent (110%) of the monthly Base Rent then in an armeffect. Pending determination of the new fair market rental value, if disputed by TENANT, TENANT shall pay the amount set forth in LANDLORD’s length transaction in which Tenant obtains market value for such assets and Notice, with any overpayment credited against the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become next installment(s) of monthly Base Rent coming due, and/or otherwise used by Tenant and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the ordinary course event of business (i.e.such breach and rental adjustment, such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything any fixed rental adjustments scheduled during the remainder of the LEASE term shall be increased in the same ratio as the new rental bears to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject monthly Base Rent in effect immediately prior to the provisions adjustment specified in LANDLORD’s Notice. (e) If TENANT believes that LANDLORD has unreasonably withheld its consent pursuant any provision of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have8, in addition to any other rights and remedies available under this Lease or at law, the right TENANT’s sole remedy will be to seek injunctive relief and/or a declaratory judgment that LANDLORD has unreasonably withheld its consent or an order of specific performance or mandatory injunction of the LANDLORD’s agreement to give its consent; however, TENANT may recover compensatory damages only if a court of competent jurisdiction determines that: (i) TENANT commenced an action respecting such claim(s) within six (6) months after the date on which any right of action thereon first arose under Applicable Requirements, and (ii) LANDLORD has acted willfully, arbitrarily and capriciously in order to enforce such covenants.evaluating the proposed assignee’s or subtenant’s creditworthiness, identity, and/or business character, and/or the proposed use and/or lawfulness of the proposed use

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign” or “assignment”) or sublet all or any part of the Premises Tenant’s interest or of its interest obligations in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent as provided in Section 13.02 below. Consent given under and subject to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election terms of Landlord. Any entity to this Paragraph 11 and Paragraph 34, which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) Landlord shall not require the withhold unreasonably; provided, that it shall not be unreasonable for Landlord to withhold its consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one if any of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all circumstances exist or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than may exist: (i) by license the transferee’s contemplated use of the right to Premises following the proposed assignment or subletting is different from the permitted use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or specified herein; (ii) in an armLandlord’s length transaction in which Tenant obtains market value for such assets reasonable business judgment, the transferee lacks sufficient business reputation or experience to operate a successful business of the type and the consideration paid to Tenant is retained by Tenant and available to pay amounts due quality permitted under the Lease as they become dueLease; (iii) in Landlord’s reasonable business judgment, and/or otherwise used by Tenant in the ordinary course present net worth of business (i.e., such consideration the transferee is not distributed sufficient to stockholders meet the obligations under the assignment or otherwise transferred to another party). Notwithstanding anything sublease; (iv) intentionally deleted; (v) the proposed assignment or subletting would breach any covenant of Landlord in any financing agreement or other agreement relating to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale Premises or otherwise; or (vi) the transferee requests an amendment to the Lease other than the identity of Tenant’s shares . “Net Worth” for purposes of this Lease shall be the tangible net worth of Tenant (not including goodwill as an asset and excluding any guarantors) established under generally accepted accounting principles consistently applied. A transfer of the ownership interests controlling Tenant shall be deemed a Transfer subject to the provisions an assignment of this Article 13Lease requiring Landlord’s consent unless such ownership interests are publicly traded. If Landlord fails to respond within (10) business days to any request for consent to any assignment or sublease from Tenant acknowledges that (including the covenants contained in this Section 13.01 are material receipt of any information reasonable requested by Landlord concerning such assignment or sublease, including a copy of such sublease or assignment and financial information of such transferee), then Tenant may give to Landlord a second written notice, which written notice must contain the transaction contained herein and caption “Notice of Deemed Approval of Assignment or Sublease,” reiterating the request that Landlord approve or disapprove of the assignment or sublease and stating that, if Landlord fails to do so within five (5) business days after the receipt by Landlord of such second notice from Tenant, Landlord shall havebe deemed to have approved the assignment or sublease. If Landlord fails to approve or disapprove the assignment or sublease within such five (5) business day period, in addition Landlord shall be deemed to any other rights and remedies available under this Lease have approved the assignment or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantssublease.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer voluntarily or by operation of law assign, license, franchise, transfer, mortgage, hypothecate, or otherwise encumber (collectively "Transfer") all or any part of this Lease or any interest therein, and shall not sublet, franchise, change ownership or license (also included as a "Transfer") all or any part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (includingPremises, without limitation by merger, consolidation, sale or other transfer of all or substantially all of first obtaining the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirementof Landlord. Any attempted Transfer without such consent being first had and obtained shall be wholly void at and shall confer no rights upon any third parties. Without in any way limiting Landlord's right to refuse to give such consent for any other reason or reasons, Landlord hereby reserves the election right to refuse to give such consent if in Landlord's sole discretion (i) the quality of the business operation conducted on the Premises is or may in any way be adversely affected during the Term of the Lease by such proposed Transfer, (ii) the financial net worth of a proposed new tenant is less than that of Tenant, or (iii) the proposed new tenant is a governmental agency or instrumentality thereof. Furthermore, Landlord hereby reserves the right to condition Landlord's consent to any Transfer upon Landlord's receipt from Tenant of a written agreement, in form and substance acceptable to Landlord, pursuant to which Tenant shall pay over to Landlord all rent or other consideration received by Tenant from any such subtenant or assignee, either initially or over the term of the assignment or sublease, in excess of the Rents called for hereunder, or, in case of the sublease of a portion of the Premises, in excess of such rent fairly allocable to such portion, after appropriate adjustments to assure that all other payments called for hereunder are taken into account (the "Transfer Premium"). Consent by Landlord to any Transfer of the Premises or any interest therein shall not be a waiver of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s 's rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long Section 7.1 as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantssubsequent Transfer.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer make any part alterations, decorations, installations, removals, additions or improvements (collectively with Tenant’s Work, “Alterations”) in or to the Premises without Landlord’s prior written approval of the Premises contractor(s), written plans and specifications and a time schedule therefor, which approval of contractor(s) and schedule shall not be unreasonably withheld, conditioned or of its interest in delayed (and shall not require Tenant to conduct such Alterations after normal business hours or on weekends except as otherwise expressly required pursuant to this Lease or as may be required pursuant to Section 11.3 below). Notwithstanding anything to the contrary, in no event shall any Alterations involve the removal of any improvements made by, or paid for by, Landlord without Landlord’s prior approval in Landlord’s sole discretion. Landlord shall respond to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation request for approval of law Alterations within ten (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all 10) Business Days after receipt of the stock foregoing required information and shall promptly notify Tenant if any submission is incomplete. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇’s consent shall not be required with respect to any Alterations that are purely decorative in nature nor with respect to non-structural Alterations costing less than $250,000 in any one instance (and $750,000 in the aggregate per year) so long as such Alterations do not materially adversely affect the roof, Building systems or assets of TenantBuilding exterior (each, or otherwise) or act of Tenant (each a “Transfer” Permitted Alteration”), provided Tenant shall provide Landlord with reasonably detailed written notice thereof. Landlord reserves the right to require that Tenant use Landlord’s preferred vendor(s) for any Alterations that involve roof penetrations, alarm tie-ins, sprinklers, fire alarm and other life safety equipment, provided that such vendors are available at commercially reasonable rates. Tenant shall not make any amendments or additions to plans and specifications (other than minor amendments in the nature of field changes) approved by Landlord without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive (the consent requirement. Any attempted Transfer without standard of which consent shall be void at governed by the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this LeaseSection 11). ▇▇▇▇▇▇▇▇’s approval of Alterations shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold its consent in its sole discretion (a) to any Alteration to or affecting the roof (other than the Rooftop Premises) and/or materially and adversely affecting any building systems, (b) with respect to matters of aesthetics relating to Alterations to or affecting the exterior of the Building, and (c) to any Alteration adversely affecting the Building structure, with Tenant being obligated to provide Landlord with reasonable evidence that such Alteration does not adversely affect any portion of the Building structure. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, this Article 13 compliance with Legal Requirements, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of ▇▇▇▇▇▇’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall provide Tenant with copies of Landlord Work Plans and all other plans for the Building in Landlord’s possession or control. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials (whether building standard or non-building standard), appliances or equipment selected by Tenant in connection with any work performed by or on behalf of ▇▇▇▇▇▇. Except as otherwise expressly set forth herein, all Alterations shall be done at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate (provided that Tenant shall not be required to conduct such Alterations after normal business hours or on weekends except as otherwise expressly required pursuant to Section 11.2 or as may be required pursuant to Section 11.3). If Tenant shall make any Alterations (other than Tenant’s Work, except to the extent set forth in the immediately following sentence) that are specialized Alterations inconsistent with first paragraph class office and laboratory improvements then-customarily found in similar buildings in the Town of this Section 13.01Lexington, Massachusetts (“Specialty Alterations”) (and expressly excluding any non-structural Alterations to the office areas of the Premises and any matters identified as “Tenant” in the Matrix), does not alter then Landlord may elect to require Tenant at the expiration or sooner termination of the Term to remove such Specialty Alterations and repair any damage to the Premises caused by such removal (which election shall be made at the time of Landlord’s rights approval of such Alterations). In addition, Tenant acknowledges that Landlord has the right to designate any Specialty Alterations associated with Tenant’s light manufacturing operations in the Premises for removal at the time that Landlord approves Tenant’s plans for Tenant’s Work (but Landlord shall have no right to require the removal of any other portion of Tenant’s Work to the extent the Final Construction Drawings are consistent with Exhibit 3C attached hereto). Tenant shall provide Landlord with reproducible record drawings (in CAD format) of all Alterations susceptible to the creation of record drawings within sixty (60) days after completion thereof. During the Term only, Tenant shall be treated as the owner of all Alterations for all purposes under this Lease, and does including but not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything limited to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale depreciation of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsAlterations.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, 14.1.1 Tenant shall not voluntarily, or by operation of law, assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent, which consent as provided in Section 13.02 below. Consent to one Transfer does shall not imply consent to any other Transfer be unreasonably withheld, conditioned or waive the consent requirementdelayed. Any attempted Transfer assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void at and shall constitute a breach of the election of LandlordLease. Any entity to which a Transfer is made is a “Transferee.” The following transactions transfer of Tenant’s interest in this Lease or in the Premises from Tenant by merger, consolidation or liquidation, or by any subsequent change in the ownership of fifty percent (any of them, a “Permitted Transfer”50%) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one or more of the following (and provided further that capital stock of Tenant shall be deemed to be an assignment within the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph meaning of this Section 13.01), does not alter 14; provided that Landlord’s rights under this Lease, and does consent shall not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of be required if Tenant provides Landlord with reasonably satisfactory evidence that the stock or assets transferee of Tenant, whether by way ’s interest in this Lease or in the Premises as the result of any such merger, consolidationconsolidation or liquidation, acquisition or otherwise (any such entitychange in the ownership of a controlling interest in Tenant’s capital stock, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least net worth equal to or greater than Tenant’s net worth as of the date Lease Date. It is further understood and agreed that a transfer of Tenant’s capital stock as the result of open market transactions conducted through a recognized publically traded stock exchange (including, without limitation, as part of an initial public offering) shall not be deemed to be an assignment of this Lease within the meaning of this Section 14. Notwithstanding the foregoing, Landlord’s prior written consent to Tenant’s sublease of less than twenty-five percent (25%) of the rentable area of the Premises (on a cumulative basis) shall not be required; provided that Tenant shall be required to give Landlord written notice of the name and contact information of any and all subtenants prior to their occupancy of any portion of the Premises. 14.1.2 As a condition of obtaining Landlord’s consent (where required), Tenant shall submit to Landlord the name of the proposed assignee or at subtenant, the time terms and provisions of the proposed Transfertransaction, whichever is greater; or (b) Any Transfer and such information as to an entity directly the nature of the proposed assignee’s or indirectly controlledsubtenant’s business and its financial responsibility and credit-worthiness as Landlord may reasonably require, controllingtogether with the effective date of the proposed transfer, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness which date shall be at least equal to or greater than Tenant’s as of fifteen (15) days after the date of this Lease or at the time submission of such information to Landlord. Landlord’s failure to consent to any proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of transfer under this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than not be deemed unreasonably withheld if: (i) by license the occupancy resulting from such transfer will not be consistent with Permitted Use or the general character of the right to use pharmaceutical products developed business carried on by Tenant in the ordinary course tenants of Tenant’s business, the Building or violates any rights or options held by any other tenant of the Building; or (ii) any proposed assignee of this Lease does not have the financial strength and stability to pay the Rent due or otherwise perform the obligations of this Lease; or (iii) Landlord is unable to obtain reasonably satisfactory guaranties from one or more owners or affiliates of any proposed assignee having a net worth less than Tenant as necessary to provide reasonable assurance to secure the performance of the financial obligations under this Lease; or (iv) any proposed sublease does not incorporate this Lease in an armits entirety so as to be subject and subordinate to the terms of this Lease; or (v) any proposed sublease does not require the sublessee to attorn to Landlord at Landlord’s length transaction option in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained event of a default by Tenant under this Lease beyond the expiration of any applicable notice and available cure period; or (vi) Tenant does not agree to pay amounts due under the Lease to Landlord, as they become dueAdditional Rent, and/or otherwise used fifty percent (50%) of all moneys or other consideration received by Tenant from its transferee in excess of the ordinary course amounts owed by Tenant to Landlord under this Lease, net of any commissions, legal fees and any other transaction costs. It is understood and agreed that Landlord’s failure to give Tenant written notice of its refusal to grant consent to any proposed assignment or sublease as may be required pursuant to this Section 14 within the ten (10) business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to day period following the contrary herein, so long as Tenantdate of of Landlord’s shares are traded on a nationally recognized stock exchange, any sale receipt of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained information required in this Section 13.01 are material 14.1.2 shall be deemed to constitute Landlord’s approval of same. 14.1.3 Notwithstanding anything in this Lease to the transaction contained herein and that contrary, Landlord shall have, in addition have no obligation to grant consent to any other rights and remedies available transfer as defined in this Section if Tenant is in default under this Lease (beyond the expiration of any applicable notice and cure period) at the time the request for consent is made or at law, any time thereafter through the right to seek injunctive relief and/or specific performance in order to enforce such covenantseffective date of the transfer.

Landlord’s Consent Required. (a) Except for a Permitted Transfer, as defined belowwith respect to which Landlord’s consent is not required, Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign”) or sublet all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent as (which consent shall not be unreasonably withheld). Tenant shall deliver to Landlord written notice (a “First Transfer Notice”) of any proposed assignment, subletting or other transfer (other than a Permitted Transfer), and Landlord shall respond to any First Transfer Notice within twenty (20) days after Tenant’s delivery thereof; provided in Section 13.02 below. Consent that Landlord’s failure to one respond to any First Transfer does Notice shall not imply be deemed to be Landlord’s consent to any assignment, subletting or other transfer. If Landlord fails to respond to the First Transfer or waive Notice within the consent requirement20-day period set forth above, Tenant may send Landlord a second written notice, which notice must include, in boldface, capitalized type, the following statement: “YOUR FAILURE TO RESPOND TO THIS REQUEST WITHIN TEN (10) DAYS WILL CONSTITUTE YOUR DEEMED CONSENT TO THE ASSIGNMENT, SUBLETTING OR OTHER TRANSFER DESCRIBED HEREIN” (a “Second Transfer Notice”). Any attempted Landlord’s failure to respond to a Second Transfer without consent Notice within ten (10) days after Tenant’s delivery thereof shall be void at deemed to be Landlord’s consent to the election assignment, subletting or other transfer described in such Second Transfer Notice. Relevant criteria in determining the granting or withholding of Landlord’s consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Any entity Except for a Permitted Transfer, unless otherwise expressly agreed to by Landlord in writing, an assignment or subletting by Tenant shall not release Tenant from its obligations hereunder. Tenant shall not (1) sublet or assign or enter into other arrangements such that the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part on the income or profits derived by the business activities of the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any person in which a Transfer is made is a Landlord owns an interest, directly or indirectly (by applying the constructive ownership rules set forth in Section 856(d)(5) of the Internal Revenue Code (the “TransfereeCode”); or (iii) sublet the Premises or assign this Lease in any other manner which could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Paragraph 13.1 shall apply to any further subleasing by any subtenant.” The following transactions (b) Notwithstanding the foregoing, nothing in this section or this Lease shall prevent Tenant from subleasing the Premises or any of themportion thereof or assigning this Lease to (each, a “Permitted Transfer”) (i) shall not require the consent an affiliated entity which, directly or indirectly, controls, is controlled by, or is under common control of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction Tenant (each, an “Affiliate”), so long as (1) such Affiliate’s tangible net worth is in fact one greater than or equal to Tenant’s tangible net worth as of the following Lease Commencement Date, or (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord):2) Tenant remains liable for its obligations hereunder; (aii) Any Transfer to an any entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities; or (iii) any entity acquiring all or substantially all of Tenant’s assets. (c) Notwithstanding anything in this Lease to the stock or assets contrary, Tenant may permit any Affiliate, consultant, contractor, licensor (such as the operator of Tenant, whether by way of merger, consolidation, acquisition or otherwise ’s copy center and any food vendors) and joint venturers (any such entityeach, a “Successor EntityPermitted Occupant”), so long as the resulting tenant under the Lease has ) to occupy and use a creditworthiness at least equal to or greater than Tenant’s as portion of the date Premises (a “Permitted Joint Use”) without the written consent of Landlord provided that Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder, and the Permitted Occupant shall comply with all of the terms and conditions of this Lease or at Lease, including the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13Permitted Use. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to have no responsibility or liability for the allocation or use of the Premises between Tenant and any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsPermitted Occupant.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowset forth in this Article, Tenant shall not transfer assign this Lease, or Sublease the Premises or any part portion thereof, or advertise the Premises for assignment or Sublease, or permit the occupancy of all or any portion of the Premises or the use of its any portion of the Initial Tenant Work by any person other than Tenant, or assign or otherwise transfer or permit the assignment or transfer of any ownership interest (direct or indirect) in this Lease to any other entityTenant which effects a change of control of Tenant (whether in one transaction or in a series of related transactions), whether including transfer by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale pledge or other transfer encumbrance (whether of all or substantially all of the stock or assets any portion of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights interest under this Lease, and does or of any such ownership interest (direct or indirect) in Tenant (each of the foregoing actions are collectively referred to as a “Transfer”), without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring be unreasonably withheld, conditioned or delayed, provided that Tenant complies with the provisions of this Article; provided, however, that Tenant shall not mortgage, pledge, grant a security interest in, or otherwise encumber all or substantially all any portion of the stock Initial Tenant Work or assets any equipment, machinery, trade fixture or other property paid for in whole or in part by any portion of TenantLandlord’s Allowance without obtaining the prior written consent of Landlord in each instance, whether which consent may be withheld by Landlord in its sole and absolute discretion. 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, provided that such transaction is not a subterfuge to avoid the restrictions on Transfer otherwise set forth in this Article 12, (y) undergo a public 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 Article 12 requiring Landlord consent, provided that (A) Tenant notifies Landlord in writing of the financing at least five (5) Business Days prior to the closing of the financing, (B) in no event shall such financing result in a change in the use of the Premises from the use contemplated by Tenant at the commencement of the Term, and (C) any such financing shall be subject to the proviso set forth in the immediately preceding sentence. An assignee, subtenant, licensee, or other occupant is referred to herein as a “Transferee”. It shall be reasonable for Landlord to withhold consent to a proposed Transfer (other than a Related Party Transfer) if, by way of mergerillustration and not in limitation, consolidationthe proposed Transferee of a Transfer other than a Sublease does not have a net worth equal to or in excess of that of Tenant at the Date of Lease or immediately prior to the proposed Transfer, acquisition whichever is greater (or, in the case of a proposed Sublease, the proposed Transferee thereunder does not have the financial resources (including liquid assets) sufficient to timely perform its obligations under the proposed Sublease), or otherwise if the use proposed to be made of the Premises (any such entityor the applicable portion thereof) by the proposed Transferee is not a Permitted Use hereunder; provided, however, that, subject to the limitations on Transfers set forth in this Lease, the Premises may be used for Non-Life Science Uses following an assignment of this Lease or (with respect to the applicable portion of the Premises, a “Successor Entity”Sublease ), so long as the resulting tenant under the Lease has a creditworthiness at least equal to such assignment or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever Sublease (i) is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control not affiliated with Tenant Tenant; (any such entity, ii) is for a valid business purpose; and (iii) is not a subterfuge to avoid the restrictions on use set forth in Section 9.01 above. A “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” include any transfer of Tenant’s assets shall include without limitation interest in this Lease by operation of law, any “Related Party Transfer” (as defined below), and the transfer grant of assets having a value of more than 75% permission or license by Tenant to any other person or entity to use or occupy any portion of the total value, as opposed to number, Premises for any period of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, time or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party)any purpose whatsoever. Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares Any Transfer shall not be deemed a Transfer subject to this Lease, all of the provisions of this Article 13which shall be conditions to such Transfer and be binding on any Transferee. No Transferee shall have any right further to Transfer its interest in the Premises, and nothing herein shall impose any obligation on Landlord with respect to a further Transfer. Without limiting Landlord’s right to withhold its consent to any Transfer by Tenant, and regardless of whether Landlord shall have consented to any such Transfer, neither Tenant acknowledges that nor any other person or entity having an interest in the covenants contained possession, use or occupancy of the Premises or any part thereof shall enter into any lease, Sublease, assignment or other Transfer or agreement for possession, use or occupancy of all or any portion of the Premises which provides for rent or other payment for such use, occupancy or utilization based, in this Section 13.01 are material whole or in part, on the net income or profits derived by any person or entity from the space so leased, used or occupied, and any such purported lease, Sublease, assignment or other Transfer or agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use or occupancy of all or any part of the Premises. There shall be no deduction from the rent payable under any Sublease or other Transfer nor from the amount thereof passed on to any person or entity, for any expenses or costs related in any way to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease subleasing or at law, the right to seek injunctive relief and/or specific performance in order to enforce Transfer of such covenantsspace.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not assign, transfer, --------------------------- mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld, conditioned, or delayed. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet or assign or enter into other arrangements such that the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of its interest in the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any other entityperson in which Landlord owns an interest, whether directly or indirectly (by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all applying constructive ownership rules set forth in Section 856(d)(5) of the stock Internal Revenue Code (the "Code"); or assets (iii) sublet the Premises or assign this Lease in any other manner which could cause any portion of Tenantthe amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent which could cause any other income received by Landlord to fail to qualify as provided income described in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”856(c)(2) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph Code. The requirements of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” 12.1 shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition apply to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsfurther subleasing by any subtenant.

Landlord’s Consent Required. Except Tenant shall not assign this Lease or any interest therein, or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in any other manner transfer all or any part of Tenant’s interest under this Lease (each and all a Permitted “Transfer”), without the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14) shall not be unreasonably withheld, conditioned or delayed. If Tenant is a business entity, any direct or indirect transfer of fifty percent (50%) or more of the ownership interest of the entity (whether in a single transaction or in the aggregate through more than one transaction) shall be deemed a Transfer provided however, a private equity financing of the Tenant in which more than an aggregate of fifty (50%) of the voting shares of Tenant or a transfer between or among current shareholders of Tenant of more than an aggregate of fifty percent (50%) of the voting shares of Tenant shall not be deemed a transfer under this Article 14 provided that any such sale or transfer was not consummated as defined belowa subterfuge to avoid the obligations of this Article 14. Notwithstanding any provision in this Lease to the contrary, Tenant shall not transfer mortgage, pledge, hypothecate or otherwise encumber this Lease or all or any part of Tenant’s interest under this Lease. Landlord’s initials Tenant’s initials Notwithstanding anything to the contrary in this Section, Tenant may assign this Lease or sublease the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act an affiliate of Tenant (each a “Transfer” as defined below) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus determines in its reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Leasediscretion that, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transferthe assignment or sublease, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee affiliate has a creditworthiness at least equal net worth no less than Five Million Dollars ($5,000,000). Tenant will provide to or greater than Tenant’s as Landlord information to enable Landlord to make the determination of the date net worth of this Lease or at Tenant and the time of proposed Transfer, whichever is greateraffiliate. For purposes of this clause paragraph, an "affiliate" is an entity that (a) is majority owned by Tenant, owns a majority of Tenant or is majority owned by an entity that owns all the outstanding capital stock of Tenant; (b)) is an entity that merges with Tenant to create a new entity or that results from a consolidation or non-bankruptcy reorganization; (c) acquires all or substantially all the assets or stock of Tenant; or (d) Tenant is merged into, “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power result that Tenant ceases to control and manage exist after the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsmerger.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowSubject to the provisions of Section 6 of the Addendum attached hereto, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law or in the Premises (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each hereinafter collectively a “Transfer” ”) without Landlord’s prior wntten consent, which shall not be unreasonably withheld. Landlord shall respond to Tenant’s written request for consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive hereunder within thirty (30) days after Landlord’s receipt of the consent requirementwritten request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant’s written request for Landlord’s consent shall include, and Landlord’s thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant for the past year prepared in accordance with generally accepted accounting principles, (b) (intentionally deleted) (c) intentionally deleted(d) a detailed description of the business the assignee or subtenant intends to operate at the election Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease (provided that this item may be negotiated by Tenant and the transferee following receipt of Landlord’s consent and submitted to Landlord for approval thereafter), (g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant, (h) a reasonably detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises, and (i) a Hazardous Materials Disclosure Certificate substantially in the form of Exhibit B attached hereto (the “Transferee HazMat Certificate”). Any entity If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to which a Transfer is made each proposed guarantor. “Transfer” shall also include the transfer (a) if Tenant is a “Transferee.” The following transactions corporation, and Tenant’s stock is not publicly traded over a recognized securities exchange, of more than fifty percent (any 50%) of themthe voting stock of such corporation during the term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the corporation, or (b) if Tenant is a “Permitted Transfer”partnership, limited liability company, limited liability partnership or other entity, of more than fifty percent (50%) shall of the profit and loss participation in such partnership or entity during the term of this Lease (whether or not require in one or more transfers) or the consent dissolution, merger or liquidation of Landlord provided the partnership, limited liability company, limited liability partnership or other entity. Tenant’s sole remedy in the event that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal wrongfully withhold consent to or greater than Tenant’s as disapprove any assignment or sublease shall be to obtain an order by a court of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and competent jurisdiction that Landlord grant such consent; in no event shall have, in addition Landlord be liable for damages with respect to its granting or withholding consent to any other rights and remedies available under this Lease proposed assignment or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantssublease.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowset forth in this Article, Tenant shall not transfer directly or indirectly assign this Lease, or sublet or license the Premises or any part portion thereof, or advertise the Premises for assignment or subletting or permit the occupancy of all or any portion of the Premises by any person other than Tenant (each of the foregoing actions are collectively referred to as a “Transfer”) without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided that Tenant complies with the provisions of its this Article. A Transfer shall include, without limitation, any transfer of Tenant’s interest in this Lease to by operation of law, merger or consolidation of Tenant into any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale firm or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Leasecorporation, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all the transfer or substantially all sale of the stock or assets of a controlling interest in Tenant, whether by way sale of merger, consolidation, acquisition its capital stock or otherwise or any sale of all or a substantial part of Tenant’s assets. Any Transfer shall be subject to this Lease, all of the provisions of which shall be conditions to such Transfer and be binding on any transferee. No transferee shall have any right further to transfer its interest in the Premises, and nothing herein shall impose any obligation on Landlord with respect to a further Transfer. The foregoing restrictions shall be binding on any assignee or sublessee to which Landlord has consented, provided, notwithstanding anything else contained in this Lease, Landlord’s consent to any further assignment, subleasing or any sub-subleasing by any approved assignee or sublessee may be withheld by Landlord at Landlord’s sole discretion. If Tenant does Transfer with (or without) Landlord’s consent, any option or other right that Tenant may have relating to the Premises, including any right to extend the Term or lease other premises, shall automatically be terminated. ▇▇▇▇▇▇▇▇’s Managing Agent (or such entity, other manager of the Building appointed from time to time by Landlord) shall be Tenant’s exclusive broker for a “Successor Entity”), period of six (6) months with respect to any proposed transfer so long as the resulting tenant under the Lease has a creditworthiness at least equal such Managing Agent uses its good faith best efforts to or greater than market in accordance with Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greaterdirections; or (b) Any Transfer and after such period Tenant may appoint a co-exclusive broker to an entity directly or indirectly controlled, controlling, or under common control serve along with Tenant (Landlord’s Managing Agent. Such Managing Agent shall be paid a brokerage fee for any transfer in accordance with such entity, a “Related Entity”) Managing Agent’s commission schedule then in effect so long as in the case such schedule is competitive with similar schedules of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsmajor Greater Boston brokerage firms.

Landlord’s Consent Required. A. Except for a Permitted Transferas expressly set forth in this Article XV (including, without limitation, Section 15.02), Tenant and any permitted Transferee, as defined belowhereinafter defined, Tenant shall not transfer voluntarily or involuntarily, by operation of law or otherwise: (i) transfer, assign, mortgage, encumber, pledge, hypothecate, or assign all or any part of the Premises or of its interest in this Lease Lease; (ii) sublet or permit the Leased Premises, or any part thereof, to any other entitybe used by others, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by mergerbut not limited to, consolidationconcessionaires or licensees; (iii) issue new stock (or partnership shares or membership interests), sale create additional classes of stock (or other partnership shares or membership interests), or sell, assign, pledge, hypothecate or otherwise transfer the outstanding voting stock (or partnership shares or membership interests) so as to result in a change in control of Tenant or any permitted Transferee, provided, however, that this subsection (iii) shall not be applicable to Tenant or the applicable permitted Transferee so long as it is a publicly owned corporation whose outstanding voting stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded actively in the over-the-counter market; or (iv) sell, assign or otherwise transfer all or substantially all of Tenant’s or any permitted Transferee’s assets; without the stock prior consent of Landlord, in each instance, which consent Landlord shall not unreasonably withhold, condition or assets delay. All of Tenant, the foregoing transactions shall be referred to collectively or otherwise) or act of Tenant (each singularly as a “Transfer” ”, and the Person to whom Tenant’s interest is transferred shall be referred to as a “Transferee”. Notwithstanding the foregoing, it shall not be unreasonable for Landlord to withhold, condition or delay its consent to any proposed Transfer if Landlord reasonably determines that the proposed Transferee (a) is not of a type and quality consistent with the first‑class nature of the Building; (b) does not have the financial capacity and creditworthiness to undertake and perform the obligations under this Lease or the sublease, as applicable; (c) proposes to use the Leased Premises for other than the Permitted Use or for any purposes prohibited hereunder; (d) is either (x) a tenant of the Building or (y) a party with whom Landlord is currently negotiating with for space in the Building, unless in the case of subclauses (x) or (y) Landlord does not then have comparable space to the Leased Premises or the portion of the Leased Premises proposed to be sublet, as applicable, available within the Building; and (e) is a party by whom any suit or action could be defended on the grounds of sovereign immunity. B. Any Transfer without Landlord’s prior written consent shall not be binding upon Landlord, shall confer no rights upon any third Person, and shall, without notice or grace period of any kind, constitute a Default by Tenant under this Lease. Acceptance by Landlord of Rent following any Transfer shall not be deemed to be a consent by Landlord to any such Transfer, acceptance of the Transferee as provided in Section 13.02 belowa tenant, release of Tenant from the performance of any covenants herein, or waiver by Landlord of any remedy of Landlord under this Lease, although amounts received shall be credited by Landlord against Tenant’s Rent obligations. Consent by Landlord to any one Transfer does shall not imply be a waiver of the requirement for consent to any other Transfer Transfer. No reference in this Lease to assignees, concessionaires, subtenants or waive the consent requirement. Any attempted Transfer without consent licensees shall be void at deemed to be a consent by Landlord to occupancy of the election Leased Premises by any such assignee, concessionaire, subtenant or licensee. C. Tenant shall remain fully and primarily liable and obligated under this Lease for the entire Term in the event of Landlordany Transfer, and in the event of a Default by the Transferee, Landlord shall be free to pursue Tenant, the Transferee, or both, without prior notice or demand to either. Any entity Without limiting the foregoing, in the event that a Transferee is a subtenant pursuant to which sublease permitted or approved pursuant to the terms hereof, for so long as Tenant remains primarily liable and obligated to Landlord under the terms of this Lease Tenant shall not be deemed to be in Default of this Lease if such subtenant consummates a Transfer is made is in violation of the terms of this Article XV. Landlord may require as a “Transfereecondition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder and that the Tenant execute a commercially reasonable instrument in which such Tenant confirms its continued liability hereunder.” The following transactions (any of them, a “Permitted Transfer”) shall not require D. If Tenant desires the consent of Landlord provided that Landlord to a Transfer, Tenant shall receive submit to Landlord, at least thirty (30) days prior notice thereof plus reasonable evidence upon closing that to the transaction is in fact one proposed effective date of the following Transfer, a written notice (the “Transfer Notice”) which includes the business terms of the assignment or subletting, financial information and provided further that statements concerning the proposed transferee, including, to the extent available, financial statements of the proposed transferee for its two (2) most recent fiscal years, all of which statements have been certified as correct and complete in all material respects by an authorized officer of the proposed transferee, and such other information as Landlord may reasonably require about the proposed Transfer complies and the transferee which Landlord requests within five (5) business days after receipt of the Transfer Notice. E. In the event Tenant requests to assign the Lease or sublease fifty percent (50%) or more of the Leased Premises for a term that expires within the last six (6) months of the Term, Landlord shall have the right to terminate this Lease as to that portion of the Leased Premises proposed to be covered by a Transfer, and if Landlord so elects to do so, then as of the effective date of termination, Tenant shall be released from its obligations with respect to such recaptured space, except for those obligations that survive the expiration or earlier termination of the Lease. Landlord may exercise such right to terminate by giving notice to Tenant at any time within thirty (30) days after the date on which Landlord received the Transfer Notice from Tenant requesting consent to the Transfer. If Landlord exercises such right to terminate, Landlord shall be entitled to recover possession of, and Tenant shall surrender such portion of, the Leased Premises (with appropriate demising partitions erected at the expense of Tenant) on the effective date of the proposed Transfer. In the event Landlord exercises such right to terminate, Landlord shall have the right to enter into a lease with the proposed transferee without incurring any liability to Tenant on account thereof. If Landlord does not exercise its right to terminate this Lease after receiving a Transfer Notice, and Tenant fails to effectuate the proposed Transfer within one hundred eighty (180) days after Landlord consents to the proposed Transfer set forth in the Transfer Notice, then, before Tenant may Transfer Tenant’s interest in the Lease or rights to the Leased Premises, Tenant shall submit an updated Transfer Notice to Landlord and Landlord shall again have the right to terminate this Lease or approve or disapprove of the proposed Transferee as set forth herein. This Section 15.01 E shall not apply to any assignments or subleases to a Permitted Transferee under Section 15.02 below. F. If Landlord consents to any Transfer, excepting only any assignments or subleases to a Permitted Transferee (for which Landlord’s consent is not required) Tenant shall pay to Landlord fifty percent (50%) of all rental and other provisions of this Leaseconsideration received by Tenant (less all reasonable out-of-pocket costs and expenses paid by Tenant in connection with consummating such Transfer, including, without limitation, this Article 13 third-party brokerage fees, legal fees and expenses, architectural fees, alteration costs and the fair market value of any personal property included in such Transfer) in excess of the Rent paid by Tenant hereunder for the portion of the Leased Premises so transferred. Such rent shall be paid within thirty (other than the first paragraph of this Section 13.01)30) days such rent or consideration is received by Tenant. In addition, does not alter Landlord’s rights under this LeaseTenant shall pay to Landlord a reasonable fee to cover accounting costs, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenantlegal fees, whether incurred by way of merger, consolidation, acquisition or otherwise (any such entity, Landlord in connection with a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case regardless of an assignment either the original Tenant or the assignee has a creditworthiness at least equal Landlord’s consent to or greater than Tenant’s as rejection of the date of this Lease or at the time of proposed such requested Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant (a) TENANT shall not transfer any part assign this Agreement or sublet the Premises, either in whole or in part, except following a resolution adopted by the McAllen Board of the Premises Commissioners approving such assignment or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant. No request for, or otherwise) consent to, such assignment or act sublease shall be considered unless TENANT has paid all rents, fees, and charges which have accrued in favor of Tenant (each a “Transfer” ) without Landlord’s prior written consent LANDLORD and TENANT shall have otherwise met all other legal obligations to be performed, kept, and observed by it under the terms and conditions of this Agreement or as provided in Section 13.02 belowthis Agreement may be subsequently amended or modified. Consent to one Transfer does not imply ▇▇▇▇▇▇▇▇'s consent to any such assignment shall not unreasonably be withheld. TENANT may assign all or part of this Agreement without the CITY’s consent only if to (1) any party affiliated with COMPANY by reason of controlling, being controlled by or being under common control with the partners or ultimate beneficial owners of COMPANY or (2) any third-party as long as COMPANY, retains more than a 50% ownership interest. However, such an assignment or sublease shall not be effective unless TENANT has paid all rents, fees, and charges which have accrued in favor of LANDLORD and TENANT shall have otherwise met all other Transfer legal obligations to be performed, kept, and observed by it under the terms and conditions of this Agreement or waive the consent requirement. Any attempted Transfer without consent as this Agreement may be subsequently amended or modified It shall be void at the election a condition of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing assignment or sublease under this subsection that the transaction is in fact one of assignee or sublessee shall be directly bound to the following (terms hereof and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, performance and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orduties hereunder. (b) Any Transfer Notwithstanding the above, and provided TENANT has paid all rents, fees, and charges which have accrued in favor of LANDLORD and TENANT shall have otherwise met all other legal obligations to an entity directly or indirectly controlledbe performed, controllingkept, or and observed by it under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date terms and conditions of this Lease Agreement or at the time of proposed Transferas this Agreement may be subsequently amended or modified, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total valueTENANT may, as opposed to numberrequired under a franchise agreement, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything assign this Agreement to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance franchisor corporation in order to enforce meet the requirements of such covenantsfranchise agreement; provided further, that the franchisor shall be directly bound to the terms hereof and the performance and duties hereunder.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer assign or encumber this Lease or any interest herein or permit the use of the Leased Premises or any part of the Premises or of its interest in this Lease to thereof by any party other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (includingthan Tenant, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) Such consent shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence be withheld, conditioned or delayed except upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord):determination that: (ai) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise transferee’s creditworthiness is insufficient (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease except that transferee’s creditworthiness shall be deemed sufficient if transferee has a creditworthiness at least net worth equal to or greater than Tenant’s Tenant as of the date Effective Date): or (ii) transferee’s business history or anticipated use of this Lease or at the time of proposed Transfer, whichever is greaterLeased Premises are not suitable for the Building; or (iii) any portion of the Building or Leased Premises would become subject to additional or different governmental laws or regulations as a consequence of the proposed transfer and/or the proposed transferee’s use and occupancy of the Leased Premises. Tenant acknowledges and agrees that in the event an Event of Default has occurred and is continuing under this Lease, as a condition precedent to the effect of any assignment of this Lease, Tenant shall enter into a settlement agreement with Landlord that is reasonably satisfactory to Tenant and Landlord and addresses any and all amounts then due and owing from Tenant to Landlord. (b) Any Transfer to an entity directly Tenant shall not sublet the Leased Premises or indirectly controlledany part thereof without the prior written consent of Landlord. Such consent shall not be withheld, controlling, conditioned or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenantdelayed except upon Landlord’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than determination that: (i) by license transferee’s business history or anticipated use of the right to use pharmaceutical products developed by Tenant in Leased Premises are not suitable for the ordinary course of Tenant’s business, or Building; or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and any portion of the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they Building or Leased Premises would become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to additional or different governmental laws or regulations as a consequence of the provisions proposed transfer and/or the proposed transferee’s use and occupancy of the Leased Premises. (c) Any attempted transfer in violation of the terms of this Article 13VIII shall, at Landlord’s option, be void. Tenant acknowledges that the covenants contained in this Section 13.01 are material Consent by Landlord to the transaction contained herein and that Landlord one or more transfers shall have, in addition not operate as a waiver of Landlord’s rights as to any other rights and remedies available under this Lease or at lawsubsequent transfers. In addition, Tenant shall not, without Landlord’s consent, publicly advertise the right to seek injunctive relief and/or specific performance in order to enforce such covenantsproposed rental rate for any transfer.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer assign this Lease, nor any right hereunder, nor sublet the premises, nor any part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (includingthereof, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided of Landlord, which shall not be unreasonably withheld. In exercising its reasonable discretion Landlord may consider all commercially relevant factors involved in Section 13.02 belowthe leasing of the premises including but not limited to the a) the creditworthiness and financial stability of the prospective assignee or subtenant; b) references of prior landlords; c) the past history of such subtenant, with respect to involvement in litigation and bankruptcy proceedings; d) the impact of said subtenant or assignee and proposed use of the premises on pedestrian and vehicular traffic, other tenants, and parking; e) the use, generation or disposal of hazardous materials. Consent to The presence of one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent negative factor enumerated above shall be void at deemed reasonable justification for Landlord’s withholding consent. (b) A change in the election control of Tenant shall constitute an assignment requiring Landlord’s consent. Any entity to which The transfer, on a Transfer is made is cumulative basis, of fifty percent (50%) or more of the voting control of Tenant shall constitute a “Transfereechange in control for this purpose.” (c) The following involvement of Tenant or its assets in any transaction, or series of transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidationsale, acquisition acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise (any such entity, a “Successor Entity”otherwise), so long whether or not a formal assignment or hypothecation of this Lease or Tenant’s assets occurs, which results or will result in a reduction of the Net Worth of Tenant, as the resulting tenant under the Lease has a creditworthiness at least hereinafter defined, by an amount equal to or greater than Tenant’s fifty percent (50%) of such Net Worth of Tenant as it was represented to Landlord at the time of the date full execution and delivery of this Lease or at the time of proposed Transferthe most recent assignment to which Landlord has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever time said Net Worth of Tenant was or is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of shall be considered an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time by Tenant to which Landlord may reasonably withhold its consent. “Net Worth of proposed Transfer, whichever is greater. For Tenant” for purposes of this clause Lease shall be the net worth of Tenant (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes excluding any Guarantors) established under generally accepted accounting principles consistently applied. (d) Tenant’s remedy for any breach of this Section 13.01, “substantially all” of Tenant’s assets Paragraph 12.1 by Landlord shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed be limited to number, of Tenant’s assets other than compensatory damages and/or injunctive relief. (ie) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything contained herein to the contrary herein, so long as TenantTenant shall have the right without Landlord’s shares are traded on a nationally recognized stock exchange, consent to assign all or any sale portion of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available its interest under this Lease or at lawsublet all or any portion of the Premises without Landlord’s consent to any parent, subsidiary or affiliate of Tenant; or any party which results from any merger or consolidation of Tenant; and/or any party which acquires all or substantially all the right to seek injunctive relief and/or specific performance in order to enforce such covenantsassets or stock of Tenant. In all events Tenant shall remain liable for the terms and conditions of this Lease.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowset forth in this Article, Tenant shall not transfer directly or indirectly assign this Lease, or sublet or license the Premises or any part portion thereof, or advertise the Premises for assignment or subletting or permit the occupancy of all or any portion of the Premises or by any person other than Tenant (each of its the foregoing actions are collectively referred to as a “Transfer”) without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld provided that Tenant complies with the provisions of this Article. It shall be reasonable for Landlord to withhold consent if the proposed Transferee does not have a creditworthiness, financial backing and/or a business plan that is acceptable to Landlord in light of the obligations being assumed by the Transferee. A Transfer shall include, without limitation, any transfer of Tenant’s interest in this Lease to by operation of law, merger or consolidation of Tenant into any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale firm or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Leasecorporation, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all the transfer or substantially all sale of the stock or assets of a controlling interest in Tenant, whether by way sale of merger, consolidation, acquisition its capital stock or otherwise (or any sale of all or a substantial part of Tenant’s assets. Any Transfer shall be subject to this Lease, all of the provisions of which shall be conditions to such entityTransfer and be binding on any transferee. No transferee shall have any right further to transfer its interest in the Premises except back to Tenant, and nothing herein shall impose any obligation on Landlord with respect to a “Successor Entity”)further Transfer. Notwithstanding the foregoing to the contrary, so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are a publicly traded company on a nationally recognized stock exchange, any sale the transfer of Tenant’s shares capital stock shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsTransfer.

Landlord’s Consent Required. Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises (hereinafter collectively a "Transfer"), without L▇▇▇▇▇▇▇'s prior written consent, which shall not be unreasonably withheld. Landlord shall respond to T▇▇▇▇▇'s written request for consent hereunder within thirty (30) days after L▇▇▇▇▇▇▇'s receipt of the written request from T▇▇▇▇▇. Any attempted Transfer without such consent shall be void and shall constitute a default and breach of this Lease. T▇▇▇▇▇'s written request for L▇▇▇▇▇▇▇'s consent shall include, and L▇▇▇▇▇▇▇'s thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles for the lesser of (i) the past three (3) years or (ii) the time period the assignee or subtenant has been in existence, (b) federal tax returns for the proposed assignee or subtenant for the lesser of (i) the past three (3) years or (ii) the time period the assignee or subtenant has been in business, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (d) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant and (h) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, T▇▇▇▇▇'s written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to each proposed guarantor. Except for a Permitted Transfer, as to any Related Party Assignment (as defined below), "Transfer" shall also include the transfer (a) if Tenant is a corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than fifty percent (50%) of the voting stock of such corporation during the term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the corporation, or (b) if Tenant is a partnership or other entity, of more than fifty percent (50%) of the profit and loss participation in such partnership or entity during the term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership. If Tenant is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not transfer be entitled to change or convert to (i) a limited liability company, (ii) a limited liability partnership or (iii) any part other entity which possesses the characteristics of limited liability without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. T▇▇▇▇▇'s sole remedy in the event that Landlord shall wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. If Landlord shall exercise any option to recapture the Premises, or shall deny a request for consent to a proposed assignment or sublease, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be made against Landlord by the proposed assignee or subtenant, or by any brokers or other persons claiming a commission or similar compensation in connection with the proposed assignment or sublease. Notwithstanding the foregoing, Tenant may, upon written notice to Landlord but without obtaining Landlord’s consent, assign this Lease or all or any portion of the Premises to (i) any parent or subsidiary entity of its interest in this Lease to Tenant or such parent, (ii) any other entityperson or entity that acquires all or substantially all of Tenant’s assets or stock, or (iii) any entity with which Tenant merges, regardless of whether by saleTenant is the surviving entity (collectively, assignmenta “Related Party Assignment”). In addition, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, L▇▇▇▇▇▇▇’s consent shall not be required for any sale or other transfer of all Tenant’s stock (A) in any initial or substantially all of the stock or assets of subsequent public offering by Tenant, or otherwise(B) or act of if Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of thempublic company, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all sale or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” transfer of Tenant’s assets stock to take Tenant private, each of which shall include without limitation the transfer of assets having also be considered a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsRelated Party Assignment.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined (a) Subject to the provisions of Section 12.4 below, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assignment”) or sublet all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent given under and subject to the terms of Section 34. Anything to the contrary notwithstanding, Tenant shall be allowed, without the prior consent of Landlord, (1) to transfer ownership of the Premises to a holding company of Tenant (“Holding Company”); (2) to transfer ownership of the Premises to an entity owned or controlled by Tenant or Holding Company; or (3) to change the ownership of Holding Company or Tenant as a result of a merger or acquisition of Tenant or Holding Company by or with another financial institution. Additionally, if any of the options in the sentence next above are effected there shall be no adjustments in Base Rent or other adjustments provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”12.1.(b) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or. (b) Any Transfer Subject to the provisions of 12.1.(a) above, an entity directly assignment or indirectly controlledsubletting of Tenant’s interest in this Lease without Landlord’s specific prior written consent shall, controllingat Landlord’s option, be a Default curable after notice as per Section 13.1(c), or under common control with Tenant a noncurable Breach without the necessity of any notice and grace period. If Landlord elects to treat such unconsented to assignment or subletting as a noncurable Breach, Landlord shall have the right to either: (any such entityi) terminate this Lease; or (ii) waive the default and allow this Lease to remain in full force and effect, a and upon thirty (30) days written notice (“Related EntityLandlord’s Notice”), increase the monthly Base Rent to fair market rental value or one hundred ten percent (110%) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed TransferBase Rent then in effect, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership Pending determination of the shares new fair market rental value, if disputed by Tenant, Tenant shall pay the amount set forth in Landlord’s Notice, with any overpayment credited against the next installment(s) of beneficial interest Base Rent coming due, and any underpayment for the period retroactively to the effective date of the entity in question together with adjustment being due and payable immediately upon the power to control determination thereof. In the event of such Breach and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01market value adjustment, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) the purchase price of any option to purchase the Premises held by license Tenant shall be subject to similar adjustment to the then fair market value (without the Lease being considered an encumbrance or any deduction for depreciation or obsolescence, and considering the Premises at its highest and best use and in good condition), or one hundred ten percent (110%) of the right to use pharmaceutical products developed by Tenant price previously in the ordinary course of Tenant’s businesseffect, or whichever is greater, (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders any index-oriented rental or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants price adjustment formulas contained in this Section 13.01 are material Lease shall be adjusted to require that the base index be determined with reference to the transaction contained herein index applicable to the time of such adjustment, and that Landlord (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall have, be increased in addition the same ratio as the new market rental bears to any other rights and remedies available under this Lease or at law, the right Base Rent in effect immediately prior to seek injunctive relief and/or specific performance in order to enforce such covenantsthe market value adjustment.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer This Sublease shall be of no force or effect unless and until Sublessor shall have (i) obtained Landlord's written consent to this Sublease and delivered to Sublessee an entity acquiring all or substantially all executed copy of such consent, executed by Landlord, Sublessor and Sublessee, and (ii) have otherwise complied with the requirements for subleasing provided for in Section 7 of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orMaster Office Lease. (b) Any Transfer to an entity directly Whenever in this Sublease the consent or indirectly controlled, controlling, approval of Sublessor is required for any act or thing and the consent or approval of Landlord is required under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than Master Leases (i) Sublessee shall reimburse Sublessor for any out-of-pocket costs incurred by license of the right to use pharmaceutical products developed by Tenant Sublessor in the ordinary course of Tenant’s businessconnection with seeking such consent or approval, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares Sublessor shall not be deemed a Transfer subject required to make any payments to Landlord or to enter into any agreements or to modify the provisions of Master Leases or this Article 13Sublease in order to obtain any such consent or approval and (iii) if Sublessee agrees or is otherwise obligated to make any payments to Sublessor or Landlord in connection with such request for such consent or approval, Sublessee shall have made arrangements for such payments which are satisfactory to Sublessor. Tenant acknowledges that the covenants Except as hereinafter expressly provided, nothing contained in this Section 13.01 are material 17 shall be deemed to the transaction contained herein and that require Sublessor to give any consent or approval because Landlord has given such consent or approval. Whenever either party to this Sublease expressly agrees not to unreasonably withhold its consent, such consent shall have, in addition to any other rights and remedies available under this Lease also not be unreasonably delayed or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsconditioned.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, transfer, mortgage, or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas, and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet, assign, or enter into other arrangements in which the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of its interest in the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any other entityperson or entity in which Landlord owns an interest, whether directly or indirectly (by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all applying constructive ownership rules set forth in Section 856(d)(5) of the stock Internal Revenue Code (the "Code"); or assets (iii) sublet the Premises or assign this Lease in any other manner which could cause any portion of Tenantthe amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent which could cause any other income received by Landlord to fail to qualify as provided income described in Section 13.02 below856(c)(2) of the Code. Consent to one Transfer does not imply consent The requirements of this Section 12.1 shall apply to any other Transfer further subleasing by any subtenant. Notwithstanding the foregoing, in the event of any assignment or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity subletting to which a Transfer is made is a “Transferee.” The following transactions (any of themLandlord consents, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that fifty percent (50%), in the transaction is in fact one event of a sublease, of any rent received by Tenant above the rent then being paid by Tenant to Landlord less: (i) rent obligations paid by Tenant hereunder during any period when the Premises were vacant following the marketing of the following Premises for such sublease; (ii) the costs of any tenant improvements made or allowance given to the subtenant for tenant improvements; (iii) any free rent or other economic concessions given the subtenant; and provided further that the proposed Transfer complies with all other provisions of this Lease(iv) any commissions or marketing expense paid by Tenant for such sublease. In addition, including, without limitation, this Article 13 Landlord shall receive fifty percent (other than the first paragraph of this Section 13.0150%), does not alter in the event of an assignment, of any profit derived by Tenant from such assignment less any commissions or marketing expense paid by Tenant for such assignment. In the event of any assignment or subletting, Tenant shall pay to Landlord or its authorized managing agent (as directed by Landlord’s rights under ) a fee of $750.00 to cover Landlord's costs of review, negotiation, preparation or execution of any documentation regarding such assignment or subletting. Notwithstanding the foregoing, Tenant may sublease up to 50% of the Premises, pursuant to this LeaseSection, and does Landlord shall not impose receive any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all portion of the stock profit derived from such sublease. Landlord shall approve or assets disapprove a proposed sublease of up to 50% of the Premises within ten (10) days following receipt of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or's written request. (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as A change in the case control of Tenant shall constitute an assignment either the original Tenant requiring Landlord's consent. The transfer, on a cumulative basis, of 25% or the assignee has a creditworthiness at least equal to or greater than Tenant’s as more of the date voting or management control of Tenant shall constitute a change in control for this Lease or at purpose, provided that changes resulting from the time sale of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having stock through a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares exchange shall not be deemed constitute a Transfer subject to the provisions change of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantscontrol hereunder.

Landlord’s Consent Required. Except for a Permitted TransferSubject to the remaining provisions of this Article 11, as defined belowbut notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any part of the Premises or of its interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property (unless Landlord is unable to accommodate such present occupant’s need for additional space in the Building of a size comparable to that portion of the Premises covered by the proposed Transfer), or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any event of default exists under this Lease; (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other entitytenant in the Building; (6) the use, whether by salenature, assignmentbusiness, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale activities or other transfer of all or substantially all reputation in the business community of the stock proposed transferee (or assets of Tenantits principals, employees or otherwiseinvitees) or act of Tenant (each a “Transfer” ) without does not meet Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other standards for Building tenants; (7) either the Transfer or waive any consideration payable to Landlord in connection therewith adversely affects the consent requirement. Any attempted Transfer without consent shall be void at real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the election of Landlord. Any entity to which a Transfer proposed transferee is made is a “Transferee.” The following transactions (or has been involved in litigation with Landlord or any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party)its Affiliates. Notwithstanding anything to the contrary hereincontained in the immediately preceding sentence, so long as in the event Tenant is in default under the Lease at the time Tenant requests Landlord’s consent to Transfer, Landlord shall notify Tenant in writing of such default, and Tenant shall be allowed to cure such default during any cure period applicable to the default. Any deadlines set forth regarding Tenant’s shares are traded on a nationally recognized stock exchangerequest for consent shall be tolled until the expiration of such cure period. In the event Tenant fails to cure such default during any applicable cure period, any sale of Landlord may deny Tenant’s shares request to Transfer in addition to pursuing any and all remedies available to Landlord. Tenant shall not be deemed entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer subject and Tenant’s sole remedy shall be an action to the provisions enforce any such provision through specific performance or declaratory judgment. Any attempted Transfer in violation of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or is voidable at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord’s option.

Landlord’s Consent Required. A. Except for a Permitted Transfer, as defined belowotherwise provided herein and in Addendum III of this Lease, Tenant and any permitted Transferee shall not transfer voluntarily or involuntarily, by operation of law or otherwise: (i) transfer, assign, mortgage, encumber, pledge, hypothecate, or assign all or any part of the Premises or of its interest in this Lease Lease, or (ii) sublet or permit the Leased Premises, or any part thereof, to any other entitybe used by others including licensees, whether by saleor (iii) , assignmentor (iii) sell, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale assign or other otherwise transfer of all or substantially all of Tenant's or any permitted Transferee's assets; without the stock prior consent of Landlord, in each instance, which consent Landlord may withhold in its sole and absolute discretion. All of the foregoing transactions shall be referred to collectively or assets of Tenantsingularly as a "Transfer", or otherwise) or act of Tenant and the Person to whom ▇▇▇▇▇▇'s interest is transferred shall be referred to as a "Transferee” (each a provided that the term “TransferTransferee” ) shall not include an Approved Mortgagee). B. Any Transfer without Landlord’s prior written consent shall not be binding upon Landlord, and shall confer no rights upon any third Person. Each such unpermitted Transfer shall constitute a Default by Tenant under this Lease, subject to the provisions of Article XVI. The acceptance by Landlord of the payment of Rent following any Transfer prohibited by this Article XV shall not be deemed to be a consent by Landlord to any such Transfer, an acceptance of the Transferee as provided in Section 13.02 belowa tenant, a release of Tenant from the performance of any covenants herein contained, or a waiver by Landlord of any remedy of Landlord under this Lease, although amounts actually received shall be credited by Landlord against Tenant’s Rent obligations. Consent by Landlord to any one Transfer does shall not imply constitute a waiver of the requirement for consent to any other Transfer Transfer. No reference in this Lease to assignees, subtenants or waive the consent requirement. Any attempted Transfer without consent licensees shall be void at deemed to be consent by Landlord to the election occupancy of the Leased Premises by any such assignee, subtenant or licensee. C. Landlord. Any entity ’s consent to which a any Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require operate as a waiver of, or release of Tenant from, ▇▇▇▇▇▇’s covenants and obligations hereunder, nor shall the consent collection or acceptance of Landlord provided that Rent or other performance from any Transferee have such effect, except to the extent specifically agreed to in writing by the parties. Rather, Tenant shall remain fully and primarily liable and obligated under this Lease for the entire Term in the event of any Transfer, and in the event of a Default by the Transferee, Landlord shall receive be free to pursue Tenant, the Transferee, or both, without prior notice thereof plus reasonable evidence upon closing that or demand to either, except to the transaction is extent otherwise specifically agreed to in fact one of writing by the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord):parties. (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). D. Notwithstanding anything to the contrary contained herein, so long as provided Tenant shall not be in Default under the Lease, Tenant may, upon Landlord’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, Transfer the Lease to: (i) a District of Columbia Public School; (ii) a Charter School; (iii) any other Person that will use the Leased Premises for pre-school, secondary or post-secondary educational purposes; (iv) an Affiliate of Tenant’s shares are traded on , (v) a nationally recognized stock exchangesuccessor entity to Tenant resulting from merger, consolidation, non-bankruptcy reorganization, or government action; or (vi) a purchaser of all or any sale significant portion of Tenant’s shares ownership interests or assets. Notwithstanding the foregoing, in no event shall not the Landlord’s consent be deemed a required in connection with any Transfer subject to an Approved Mortgagee. The parties agree to act reasonable and cooperate with each other in good faith to amend the Lease to include any changes reasonably required by Tenant’s Approved Mortgagee. E. Notwithstanding anything to the provisions contrary contained herein, Tenant may sublease up to twenty-five percent (25%) of this Article 13. the Floor Area of any buildings now or hereafter part of the Leased Premises, without the Landlord’s approval, provided that (1) Tenant acknowledges that is not in monetary Default or material non-monetary Default of the covenants contained in this Section 13.01 are material Lease, (2) the sublease is subordinate to the transaction contained herein Lease, (3) the use of the sublet space is consistent with the Permitted Use, and that (4) at least thirty (30) days prior to the effective date of such sublease, Tenant shall send Landlord shall havenotice of the sublease terms along with the name of the subtenant, a copy of the sublease and the use of the subleased space. F. Tenant, in addition to the foregoing, may sublease or permit the occupancy of the gymnasium, the fields and/or the auditorium located at the Premises on a short-term and limited basis to third (3rd) parties, without the Landlord’s approval, provided that: (1) Tenant is not in monetary or material non-monetary Default of the Lease, (2) the sublease or occupancy agreement is subordinate to the Lease, (3) the Landlord shall receive notice of the sublease or occupancy agreement terms along with the name of the subtenant or occupant and a copy of the sublease or occupancy agreement, and (4) such sublease(s) or occupancy agreement(s) do not materially affect the use and operation of the Premises as a Charter School. G. Notwithstanding the foregoing, the following conditions shall apply to any proposed Transfer: (i) Each and every covenant, condition, or obligation imposed upon Tenant by this Lease and each and every right, remedy, or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer; (ii) Tenant may deduct the following reasonable out-of-pocket costs and expenses from the sublet rent: (i) the Rent due under the lease (after application of any Rent Credit) paid annually to the Landlord and allocable to the sublet portion of the Premises; (ii) the reasonable out of pocket costs of any Capital Alterations made to the sublet portion of the Premises at the Tenant’s cost prior to such subletting, or at anytime thereafter, amortized over the term of the sublease; (iii) annual operating expenses and real property taxes (to the extent applicable); (iv) the reasonable and out-of-pocket costs incurred by Tenant for any real estate commissions, advertising, financing fees, legal expenses or other costs incurred by the Tenant in connection with such subletting, amortized by Tenant over the term of the sublease and as reasonably demonstrated to Landlord with copies of paid invoices supporting said expenses and costs; (v) debt service payments to the extent (e.g., interest, loan fees, etc.) not otherwise encompassed by other deductions identified in this subparagraph; (vi) reasonable and out-of-pocket costs incurred by Tenant for overhead & administration as reasonably demonstrated to Landlord with copies of paid invoices supporting said expenses and costs; and (vii) any other rights out-of-pocket economic concessions granted or paid to any such subtenant by the Tenant, amortized by Tenant over the term of the sublease; and remedies available Tenant shall, after the above deductions, remit fifty percent (50%) of the remaining sublet rent to Landlord annually on the anniversary of the Rent Commencement Date; (iii) Tenant to which the Leased Premises were initially leased shall continue to remain liable under this Lease or at lawfor the performance of all terms, including, but not limited to, payment of Rent due under this Lease, except to the extent otherwise agreed to in writing by the parties; (iv) Transferee with respect to as assignment of the Lease must expressly assume in a written instrument delivered and reasonably acceptable to Landlord all the obligations of Tenant under the Lease and with respect to any sublease, the right terms of the such sublease shall be subordinate to seek injunctive relief and/or specific performance the terms and provisions of this Lease; (v) At least thirty (30) days prior to the effective date of such proposed Transfer or such shorter period of time as reasonably agreed upon by the parties, Landlord shall receive the following information in order to enforce connection with such covenants.Transfer: the name of the proposed Transferee, a copy of the financial statement of the proposed Transferee and any guarantor, a copy of the proposed Transfer document or agreement and information regarding the proposed Transferee’s business history and experience; and

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law or in the Premises (includinghereinafter collectively a "Transfer"), without limitation by mergerLandlord's prior written consent, consolidation, sale or other transfer of all or substantially all which shall not be unreasonably withheld. Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the stock or assets of written request from Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without such consent shall be void at the election and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord. Any entity 's consent shall include, and Landlord's thirty (30) day response period referred to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) above shall not require the consent of commence, unless and until Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one has received from Tenant, all of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): information: (a) Any Transfer financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to an entity acquiring all operate at the Premises, (e) the proposed effective date of the assignment or substantially sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the stock terms and conditions of the proposed assignment or assets sublease, and (g) a detailed description of Tenant, whether any ownership or commercial relationship between Tenant and the proposed assignee or subtenant. If the obligations of the proposed assignee or subtenant will be guaranteed by way of merger, consolidation, acquisition any person or otherwise (any such entity, a “Successor Entity”Tenant's written request shall not be considered complete until the information described in (a), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as (b) and (c) of the date previous sentence has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (a) if Tenant is a corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than twenty five percent (25%) of the voting stock of such corporation during the Term of this Lease (whether or at not in one or more transfers) or the time dissolution or merger of proposed Transferthe corporation, whichever is greater; or or (b) Any Transfer to an entity directly if Tenant is a partnership or indirectly controlled, controlling, or under common control with Tenant (any such other entity, a “Related Entity”of more than twenty five percent (25%) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date profit and loss participation in such partnership or entity during the Term of this Lease (whether or at not in one or more transfers) or the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership dissolution or liquidation of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officerspartnership. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.SEE ADDENDUM PARAGRAPH 11

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part voluntarily or by operation of the Premises or of its interest in this Lease to any other entitylaw assign, whether by sale, assignment, mortgage, subleasesublet, license, transfer, operation of law (includingmortgage, without limitation by mergerchange ownership, consolidationhypothecate, sale or other transfer of otherwise encumber all or substantially all of the stock or assets any part of Tenant, ’s interest in this Lease or otherwise) or act of Tenant in the Premises (each a collectively “Transfer” ”) without Landlord’s the prior written consent as provided of Landlord in Section 13.02 beloweach instance, and any attempted Transfer without such consent shall be wholly void and shall confer no rights upon any third parties. Consent Without in any way limiting Landlord’s right to one refuse to give such consent for any other reason or reasons, Landlord reserves the right to refuse to give such consent if in Landlord’s sole discretion and opinion the quality of the business operation conducted on the Premises or throughout any other portion of the Shopping Center is, or may be, in any way adversely affected during the Lease Term by such proposed Transfer, or such Transfer does would result in a change of the Permitted Use, or the financial worth of the proposed new tenant (and Guarantor, if applicable) such consent shall not imply be unreasonably withheld. Tenant agrees to reimburse Landlord for Landlord’s reasonable legal and administrative expenses incurred in conjunction with the processing of documents relating to each proposed Transfer, whether or not the Transfer is consummated, which in any event shall not be any less than Seven Hundred Fifty and 00/100 Dollars ($750.00). Furthermore, Landlord hereby reserves the right to condition Landlord’s consent to any other Transfer assignment or waive the consent requirement. Any attempted Transfer without consent shall be void at the election sublease upon Landlord’s receipt from Tenant of a written agreement, in form and substance acceptable to Landlord. Any entity , pursuant to which a Transfer is made is a “Transferee.” The following transactions Tenant shall pay over to Landlord fifty percent (50%) of all rent received by Tenant from any of themsuch subtenant or assignee, a “Permitted Transfer”) shall not require either initially or over the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one term of the following (and provided further assignment or sublease, in excess of the rent called for hereunder, or, in case of the sublease of a portion of the Premises, in excess of such rent fairly allocable to such portion, after appropriate adjustments to assure that the proposed Transfer complies with all other provisions of this Leasepayments called for hereunder are taken into account; or, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter at Landlord’s rights under this Leaseoption, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of terminate this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for event such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration agreement is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsforthcoming.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law or in the Premises (includinghereinafter collectively a "Transfer"), without limitation by mergerLandlord's prior written consent, consolidationwhich shall not be unreasonably withheld, sale conditioned or other transfer of all or substantially all delayed. Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the stock or assets of written request from Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord's consent shall include, and Landlord's thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the election Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant, and (h) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant's written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (a) if Tenant is a corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than forty nine percent (49%) of the voting stock of such corporation during the Term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the corporation, or (b) if Tenant is a partnership or other entity, of more than forty nine percent (49%) of the profit and loss participation in such partnership or entity during the Term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership or entity. If Tenant is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not be entitled to change or convert to (i) a limited liability company, (ii) a limited liability partnership or (iii) any other entity which possesses the characteristics of limited liability without the prior written consent of Landlord, which consent may be given or withheld in Landlord’s sole discretion. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require Tenant's sole remedy in the consent of Landlord provided event that Landlord shall receive prior notice thereof plus reasonable evidence upon closing wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. If Landlord shall exercise any option to recapture the transaction is in fact one of the following (Premises, or shall deny a request for consent to a proposed assignment or sublease, Tenant shall indemnify, defend and provided further hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be made against Landlord by the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all assignee or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controllingsubtenant, or under common control with Tenant (by any such entity, brokers or other persons claiming a “Related Entity”) so long as commission or similar compensation in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together connection with the power to control and manage the affairs thereof either directly proposed assignment or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantssublease.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any part of the Premises or of its Tenant's interest in this Lease to any other entityor in the Premises without Landlord's prior written consent. (b) Unless Tenant is a corporation and its stock is publicly traded on a national stock exchange, whether by sale, assignment, mortgage, sublease, license, a change in the control of Tenant shall constitute an assignment requiring consent. The transfer, operation on a cumulative basis, of law (including, without limitation by merger, consolidation, sale 25% or other transfer of all or substantially all more of the stock voting control of Tenant shall constitute a change in control for this purpose. (c) The involvement of Tenant or its assets of Tenantin any transaction, or otherwise) or act series of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidationsale, acquisition acquisition, financing, transfer, leveraged buy-out or otherwise (any such entity, a “Successor Entity”otherwise), so long as whether or not a formal assignment or hypothecation of this Lease or Tenant's assets occurs, which results or will result in a reduction of the resulting tenant under the Lease has a creditworthiness at least equal to or Net Worth of Tenant by an amount greater than Tenant’s 25% of such Net Worth as it was represented at the time of the date execution of this Lease or at the time of proposed Transferthe most recent Initials: ____ ____ page 16 of 19 assignment to which Landlord has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of shall be considered an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time to which Landlord may withhold its consent. "Net Worth of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” Tenant" shall mean possession the net worth of more than 50 percent ownership Tenant (excluding any guarantors) established under generally accepted accounting principles. (d) An assignment or subletting without consent shall, at Landlord's option, be a Default curable after notice or a non-curable Breach without the necessity of the shares of beneficial interest of the entity in question together with the power any notice and grace period. If Landlord elects to control and manage the affairs thereof either directly treat such unapproved assignment or by election of directors and/or officers. For purposes of this Section 13.01subletting as a non-curable Breach, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than Landlord may either: (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s businessterminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become dueeffect. Further, and/or otherwise used by Tenant in the ordinary course event of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein Breach and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.rental adjustment,

Landlord’s Consent Required. Except for a Permitted TransferSubject to the remaining provisions of this Section 11, as defined belowbut notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any part of the Premises or of its interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property (unless Landlord is unable to accommodate such present occupant’s need for additional space in the Building of a size comparable to that portion of the Premises covered by the proposed Transfer), or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other entitytenant in the Building; (6) the use, whether by salenature, assignmentbusiness, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale activities or other transfer of all or substantially all reputation in the business community of the stock proposed transferee (or assets of Tenantits principals, employees or otherwiseinvitees) or act of Tenant (each a “Transfer” ) without does not meet Landlord’s prior written consent standards for Building tenants (such standards being evidenced by the types of tenants included in the tenant mix for the Building as provided of the effective date of the proposed Transfer); (7) either the Transfer or any consideration payable to Landlord in Section 13.02 belowconnection therewith adversely affects pension fund qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates relating to commercial leasing matters. Consent Tenant shall be entitled to one Transfer does not imply bring an action to enforce such provision based upon a claim that Landlord unreasonably withheld its consent to any other a proposed Transfer through specific performance or waive the consent requirementdeclaratory judgment. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) Tenant shall not require the consent of Landlord provided that Landlord shall be entitled to receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (monetary damages for any such entity, a “Successor Entity”), so long as the resulting tenant claim beyond Tenant’s remaining rental obligations under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of Landlord’s rejection of Tenant’s proposed Transfer in violation of the terms of this Lease or at Lease, and Tenant shall only be entitled to such monetary damages, if any, after a final, non-appealable judgment has been entered determining that Landlord unreasonably withheld its consent to a proposed Transfer and ordering the time award of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controllingsuch damages. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or under common control with Tenant (any such entitysimilar or successor Laws, a “Related Entity”) so long as now or hereinafter in the case of an assignment either the original Tenant effect, and all other remedies, including any right at law or the assignee has a creditworthiness at least equal equity to or greater than Tenant’s as terminate this Lease, on its own behalf and on behalf of the date of this Lease or at the time of proposed Transfer, whichever is greatertransferee. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity Any attempted Transfer in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes violation of this Section 13.01, “substantially all” of Tenantis voidable at Landlord’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsoption.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer assign, sublet, pledge, encumber, license or hypothecate all or any part of this Lease or Tenant’s interest in the Premises (provided the foregoing shall apply to Tenant’s leasehold interest only and not to equipment loans, drug licensing or of its other encumbrances or arrangements not attaching to the interest in this Lease to any other entity, whether by sale, the leasehold estate) or permit the assignment, mortgage, sublease, licensedisposition, transfer, operation acquisition, or issuance of law direct or indirect ownership interests (includingwhether stock, partnership or otherwise) in Tenant, to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) 50% or more of the aggregate ownership interests in Tenant outstanding immediately prior to such transaction or series of related transactions (collectively, “Assignment” or “Assign”) without first procuring the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord’s disapproval of a proposed Assignment is deemed reasonable if the proposed Assignment, in Landlord’s reasonable determination, could jeopardize Landlord’s (or any of its owner’s) tax status (whether as a REIT, ERISA plan, or otherwise). Notwithstanding the foregoing, the parties acknowledge that Tenant is a publicly traded company and the sale of stock in Tenant which occurs over a public or private stock exchange is not within Tenant’s control and Landlord will not have any consent rights with respect to any such transfers or sale of stock. Notwithstanding any other provision of this Lease, Tenant may, upon written notice to Landlord, but without obtaining Landlord’s consent, without limitation by mergerconstituting a default under this Lease, consolidation(a) assign this Lease or all or any portion of the Premises to (i) any parent or subsidiary entity of Tenant, sale (ii) any person or entity that acquires all or substantially all of Tenant’s assets or all or any portion of the capital stock or other transfer ownership interest in Tenant, (iii) any entity with which Tenant merges or is consolidated, regardless of whether Tenant is the surviving entity, or (iv) any person or entity that acquires all or substantially all of the business or assets operated or located on the Premises; or (b) cause a sale or transfer of all or any portion of the capital stock or assets of Tenant, or otherwise) or act of other ownership interests in Tenant (each a “Transfer” successor entity, assignee, purchaser or subtenant in (a) without Landlord’s prior written consent or (b) being referred to herein as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted TransferAssignee”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other effective no later than the first paragraph of this Section 13.01), does assignment to the Permitted Assignee (if a full assignment rather than a mere sublease and not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case where the Permitted Assignee is, by operation of an assignment either law, the successor to Tenant), the original Tenant or under this Lease execute a guaranty of all tenant obligations under this Lease substantially in the assignee has a creditworthiness at least equal to or greater than Tenant’s as form of the date of this Lease attached Exhibit E. In addition, an Assignment shall not include, and Landlord’s consent shall not be required for, any sale or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” other transfer of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets capital stock (or other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to ownership interest if Tenant is retained not a corporation) including, but not limited to, any sale or transfer by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party)an existing shareholder. Notwithstanding anything to the contrary hereinin this Lease, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject Landlord hereby (a) consents to the provisions subleases at the Premises existing as of this Article 13. Tenant acknowledges the Commencement Date (the “Permitted Subleases”), and (b) agrees that the covenants contained in this Section 13.01 subtenants under such Permitted Subleases (▇▇▇▇▇▇ Pharmaceuticals and Hamari Chemicals USA, Inc.) are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available deemed Permitted Assignees under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLease.

Landlord’s Consent Required. Except for a Permitted TransferSubject to the remaining provisions of this Article 11, as defined belowbut notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any part of the Premises or of its interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld, conditioned or delayed if: (1) the proposed transferee’s financial condition does not meet the commercially reasonable criteria landlords of the Comparable Buildings are then generally using to select tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization (other than in accordance with Section 11.E) or present occupant of the Property (unless Landlord is unable to accommodate such present occupant’s need for additional space in the Building of a size comparable to that portion of the Premises covered by the proposed Transfer), or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease beyond any applicable notice and cure period; (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other entitytenant in the Building; (6) the use, whether by salenature, assignmentbusiness, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale activities or other transfer of all or substantially all reputation in the business community of the stock proposed transferee (or assets of Tenantits principals, employees or otherwiseinvitees) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply meet the commercially reasonable criteria landlords of the Comparable Buildings are then generally using to select tenants; or (7) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary 2100 SPACE PARK DRIVE/LOCKHEED ▇▇▇▇▇▇ CORPORATION Office Lease damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any other Transfer such provision through specific performance or waive the consent requirementdeclaratory judgment. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions violation of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or is voidable at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord’s option.

Landlord’s Consent Required. Except as set forth in this Article, Tenant shall not directly or indirectly assign this Lease, or sublet or license the Premises or any portion thereof, or advertise the Premises for assignment or subletting or permit the occupancy of all or any portion of the Premises by any person other than Tenant (each of the foregoing actions are collectively referred to as a "TRANSFER") without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Tenant complies with the provisions of this Article. It shall be reasonable for Landlord to withhold consent if a proposed assignee or a subtenant (or subtenants) that in the aggregate would sublease greater than fifty percent (50%) of the Premises, does not or do not have a creditworthiness that is acceptable to Landlord in light of the obligations being assumed by the Transferee. A Transfer shall include, without limitation, any transfer of Tenant's interest in this Lease by operation of law, merger or consolidation of Tenant into any other firm or corporation, and the transfer or sale of a controlling interest in Tenant, whether by sale of its capital stock or otherwise or any sale of all or a substantial part of Tenant's assets. Any Transfer shall be subject to this Lease, all of the provisions of which shall be conditions to such Transfer and be binding on any assignee, subtenant, or other occupant (any of the foregoing, a "Transferee"). No Transferee shall have any right further to transfer its interest in the Premises except back to Tenant, and nothing herein shall impose any obligation on Landlord to consider any request for a Permitted further Transfer. In no event shall Tenant propose, or enter into, a Transfer (other than a Related Party Transfer, as defined below, Tenant shall not transfer any part ) during the first 24 months of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “TransfereeTerm.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted TransferUse or any exclusive usage rights granted to any other tenant in the Building; (6) the use, as defined belownature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust (or pension fund) qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates, Tenant shall not transfer any part of the Premises or of be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any other Transfer such provision through specific performance or waive the consent requirementdeclaratory judgment. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions violation of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or is voidable at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord’s option.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease to any other entityor in the Premises, whether by salewithout Landlord's prior written consent, which shall not be unreasonably withheld. Any attempted assignment, transfer, mortgage, subleaseencumbrance or subletting Landlord's option constitute a breach of this Lease that entitles Landlord to terminate this Lease. Tenant agrees that the instrument by which any assignment or subletting consented to by Landlord is accomplished shall be in a form satisfactory to Landlord and shall expressly provide that the assignee or subtenant will perform and observe all the agreements, licensecovenants, transferconditions and provisions to be performed and observed by Tenant under this Lease as and when performance and observance is due and that Landlord will have the right to enforce such agreements, operation of law (includingcovenants, without limitation by merger, consolidation, sale conditions and provisions directly against such assignee or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirementsubtenant. Any attempted Transfer without consent shall be void at the election subtenant shall, by reason of Landlord. Any entity to which entering into a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights sublease under this Lease, be deemed, for the benefit of Landlord, to have assumed and does not impose any additional agreed to conform and comply with each and every obligation on Landlord): (a) Any Transfer of Tenant hereunder other than such obligations as are contrary to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, provisions contained in a “Successor Entity”), so long as the resulting tenant under the Lease subleas e to which Landlord has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as expressly consented in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greaterwriting . For purposes hereof, in the event Tenant is a partner ship, a withdrawal or change of this clause partners owning more than twenty-five percent (b)25%) of the general partnership interests in the partnership, “control” shall mean possession or, if Tenant is a corporation, any transfertra of more than 50 twenty-five percent ownership (25%) of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes its voting stock shall constitute a voluntary assignment of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLease.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer voluntarily or by operation of law assign, transfer, mortgage, or otherwise encumber (collectively, “Assign” or “Assignment”) or sublet (“Sublet” or “Sublease”) all or any part of the Premises or of its Tenant’s interest in this the Lease to any other entityor in the Premises, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent, which consent as provided may be withheld or granted in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirementLandlord’s sole and absolute discretion. Any attempted Transfer Assignment or Sublease without such consent shall be void at the election of Landlord. Any entity to which void, and shall constitute a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (material default and provided further that the proposed Transfer complies with all other provisions breach of this Lease, including, without limitation, this Article 13 (other than Lease by Tenant. If at any time during the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer Lease Term Tenant desires to an entity acquiring Assign or Sublease all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date part of this Lease or at the time of proposed TransferPremises, whichever is greater; or (b) Any Transfer then Tenant shall give not less than thirty days’ prior written notice to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in Landlord containing the case of an assignment either following information: the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as identity of the proposed assignee or subtenant and a description of its business; the terms of the proposed Assignment or Sublease; the commencement date of this Lease the proposed Assignment or at Sublease; the time area proposed to be Assigned or Sublet; and financial statements for the prior five (5) years of such proposed Transfer, whichever is greaterassignee or subtenant. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of Notwithstanding the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes first sentence of this Section 13.017.1, “substantially all” provided that no Event of Tenant’s assets Default exists, Landlord shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed not unreasonably withhold its consent either to number, of Tenant’s assets other than (i) by license of the right any proposed Assignment or Sublease to use pharmaceutical products developed by Tenant in the ordinary course an Affiliate of Tenant’s business, or (ii) any sublease that, when combined with all other subleases of the Premises then in an arm’s length transaction effect, in which the aggregate, affects less than twenty percent (20%) of the Premises, provided that Landlord determines, in its sole and absolute discretion: (a) the use of the Premises pursuant to such Assignment or Sublease is in compliance with Article VI hereof; (b) that Tenant obtains market value for such assets and and, provided the consideration paid Guaranty is still in effect, Guarantor shall remain creditworthy entities following the Assignment or Sublease, reasonably expected to Tenant be capable of performing the obligations under the Lease; (c) the financial condition of the proposed assignee or subtenant is retained by at least as good as that of the original Tenant and available to pay amounts due under the Lease Guarantor, taken as they become duea whole, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease as of the Effective Date; (d) the reputation and experience of the proposed assignee or at lawsubtenant is satisfactory to Landlord; (e) such Assignment or Sublease does not violate the terms of any Mortgage, and if required, any Lender whose consent is required has consented to the right proposed Assignment or Sublease; (f) if the Guaranty is still in effect, Guarantor has reaffirmed the Guaranty and given its written consent to seek injunctive relief and/or specific performance in order to enforce such covenantsproposed Sublease or Assignment; and (g) all documentation is approved by Landlord.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet, license or otherwise grant a right in respect of (a "SUBLEASE") (collectively, a "TRANSFER"), all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld. Landlord's consent or refusal to consent shall be provided to Tenant within twenty (20) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or subtenant, references from prior landlords, and any intensification of use of the Premises or the Common Areas. Assignment or subletting shall not release Tenant from its obligations hereunder. The consent by the Landlord to any assignment or sublease, will not constitute a waiver of its the necessity for the Landlord's consent to any subsequent or other assignment or sublease. Tenant shall not sublet or assign or enter into other arrangements such that the amounts to be paid by the subtenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the subtenant or assignee. The requirements of this Section 18.1 shall apply to any further subleasing by any subtenant. Tenant shall be responsible for all of Landlord's costs in considering and processing any request for cost, not to exceed Two Thousand Dollars ($2,000.00). (b) A change in the control of Tenant shall constitute a Transfer requiring Landlord's consent, provided however this shall not apply to the Tenant as long as: (A) the Tenant is a public corporation whose shares are traded and listed on any recognized stock exchange in Canada or the United States; or (B) the Tenant is a private corporation and is controlled by a public corporation described above in subsection (A). Subject to the foregoing, the transfer, on a cumulative basis, of 25% or mere of the voting or management control of Tenant or of the beneficial ownership interest in Tenant, directly or indirectly, shall constitute a change in control for this Lease purpose. (c) No acceptance by Landlord of any rent or any other sum of money from any Transferee shall be deemed to constitute Landlord's consent to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale Transfer. No such Transfer or other transfer of all or substantially all collection shall be deemed the acceptance of the stock or assets of Transferee, as Tenant, or otherwise) or act a release of Tenant from the further performance by Tenant of Tenant's obligations under this Lease. Any Transfer consented to by Landlord shall not relieve Tenant (each a “Transfer” or its Transferee) without from obtaining Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply 's consent to any other subsequent Transfer. Further, for any Transfer or waive after the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions initial term of this Lease, includingin the event that the rental due and payable by a Transferer under any such permitted Transfer (or a combination of the rental payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the hereinabove provided rental payable under this Lease or if with respect to a permitted Transfer by Tenant, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights consideration payable to Tenant by the Transferee exceeds the rental payable under this Lease, Tenant shall pay Landlord 50% of any profits paid in connection with a Transfer in excess of Tenant's Rent obligations hereunder within ten (10) days following receipt thereof by Tenant from such Transferee, such profits shall be calculated after deducting all reasonable costs incurred by Tenant in connection with the space subject to the Transfer, which shall include, but not be limited to, improvements, leasing commissions and does not impose any additional obligation on Landlord):the time to sublease and remodel the Premises. (ad) Any Transfer to an entity acquiring all or substantially all of Notwithstanding the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”)foregoing, so long as the resulting tenant under Tenant is EGL Eagle Global Logistics (Canada) Corp., the Lease has a creditworthiness at least equal to or greater than Tenant’s as Tenant shall have the right, without the consent of the date Landlord but upon prior written notice to the Landlord, and in accordance with the remaining provisions of this Lease or at the time of proposed TransferSection 18, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controllingassign this Lease, or under common control with sublet the whole of the Premises to a holding body corporate, a subsidiary body corporate or an affiliate of the Tenant (any such entitywithin the meaning of the Canada Business Corporations Act), a “Related Entity”) but only so long as such holding body corporate, subsidiary body corporate or affiliate remains a holding body corporate, subsidiary body corporate or affiliate (as the case may be) of the Tenant (hereinafter called a "RELATED CORPORATION"). The following additional provisions must also be satisfied: (i) in the case of an assignment either assignment, such Related Corporation shall enter into an agreement with both the original Landlord and the Tenant or agreeing to be bound by the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or 's obligations hereunder; and (ii) in an arm’s length transaction the event the Related Corporation ceases for any reason to be a Related Corporation, such event shall constitute a Transfer, to be dealt with in which accordance with this Section 18. In each of the foregoing cases: A. such Transferee shall carry on the same business as is permitted to be carried on by the Tenant obtains market value for such assets and the consideration paid pursuant to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course Section 11 of this Lease; B. there shall remain a continuity of business practices and policies and mode and style of operation notwithstanding any such Transfer; and C. notwithstanding any such Transfer, the Tenant shall remain liable for performance of and compliance with all of the terms, conditions and provisions of this Lease. (i.e.e) If there is a permitted assignment of this Lease, such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything the Landlord may collect Rent from the Transferee and apply the net amount collected to the contrary hereinRent required to be paid under this Lease, so long but no acceptance by the Landlord of any payments by a Transferee will be construed as Tenant’s shares are traded on a nationally recognized stock exchangewaiver of any right of the Landlord, any sale or the acceptance of Tenant’s shares shall not the Transferee as tenant or a release of the Tenant from the performance of its obligations under this Lease. Any consent by the Landlord will be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that following conditions: (i) if the covenants contained in this Section 13.01 are material Transferee is an assignee, it will promptly execute an agreement agreeing with the Landlord to be bound by all the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available Tenant's obligations under this Lease as if the Transferee had originally executed this Lease as tenant; (ii) if the Transferee is a subtenant, agreeing that, at the Landlord's option, all of the Transferee's right, title and interest in and to the Premises absolutely terminates upon the surrender, release, disclaimer or at lawmerger of this Lease, notwithstanding the provisions of section 21 or section 39(2) of the Commercial Tenancies Act; (iii) the Tenant will execute an Indemnity Agreement in a form satisfactory to the Landlord, in respect of the performance of the Tenant's and the Transferee's obligations under this Lease and whether the Indemnity Agreement is executed or not, the right Tenant will remain jointly and severally liable with the Transferee on this Lease and will not be released from any obligations under this Lease as amended from time to seek injunctive relief and/or specific performance time. If this Lease is renewed or extended by any Transferee pursuant to any option of the Tenant, the Transferor shall be liable for all of the obligations of the Tenant throughout the Term as renewed or extended; (iv) the Landlord may also require the Transferee to waive any rights, pursuant to subsection 39(2) of the Commercial Tenancies Act (Ontario) and any amendments thereto and any other statutory provisions of the same or similar affect, to pay any Rent less than any amount payable hereunder; and (v) the Landlord may also require, if the Transfer is a sublease or other transaction, that upon notice from the Landlord to the Transferee all amounts payable by the Transferee each month shall be paid directly to the Landlord who shall apply the same on account of the Tenant's obligations under this Lease. (f) If the Landlord sells, leases or otherwise disposes of the Project or any part of it, or if it assigns this Lease or any interest of the Landlord in order it, then, to enforce the extent that the purchaser, transferee or assignee assumes the obligations of the Landlord under this Lease, the Landlord will, without further agreement, be released from all liability with respect to the Landlord's obligations under this Lease after such covenantssale, lease, disposition or assignment.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer directly or indirectly, voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or permit all or any portion of the Premises to be occupied by anyone other than Tenant or sublet all or any part of the Premises or of its Tenant's interest in this Lease to any other entityor in the Premises without Landlord's prior written consent, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of which shall not be unreasonably withheld. A change in the stock or assets of Tenant, or otherwise) or act control of Tenant (each a “Transfer” as defined in the subsequent sentence) without Landlord’s prior written consent as provided in Section 13.02 belowshall constitute an assignment requiring consent. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made If Tenant is a “Transferee.” The following transactions corporation, the capital stock of which is not publicly traded, the transfer, on a cumulative basis, of twenty-five percent (any of them, a “Permitted Transfer”25%) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one or more of the following (voting control of Tenant shall constitute a change in control for this purpose and provided further that for the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orforegoing sentence. (b) Any Transfer Notwithstanding the foregoing Paragraph 11.1(a), Tenant may assign this Lease, without Landlord's consent, to an any partnership, corporation or other entity directly or indirectly controlledwhich controls, controllingis controlled by, or is under common control with Tenant (control being defined for such purposes as the power to direct the management of the relevant entity), or to any such entitypartnership, corporation or other entity resulting from a “Related Entity”) so long as in the case of an assignment either the original merger or consolidation with Tenant or to any person or entity which acquires at least a majority of all the assignee assets of Tenant as a going concern (collectively, an "Affiliate"); provided, that (i) such Affiliate has a creditworthiness at least equal net worth (excluding any guarantors) equivalent to or greater than that of Tenant’s , measured as of the effective date of this Lease or at the time Lease, which net worth shall be established under generally accepted accounting principles and must be demonstrated to Landlord by delivery to Landlord of proposed Transferfinancial statements of such Affiliate, whichever is greater. For purposes (ii) Landlord receives prior written notice of this clause (b)such assignment, “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets which prior written notice shall include without limitation the transfer of assets having a value of more than 75% of the total value, financial statements as opposed to number, of Tenant’s assets other than provided in subsection (i) by license of the right to use pharmaceutical products developed by Tenant above, (iii) such Affiliate assumes (in the ordinary course event of an assignment) in writing all of Tenant’s business's obligations under this Lease and (iv) Landlord receives a fully executed copy of such assignment agreement between Tenant and the Affiliate. (c) An assignment or subletting without consent as required under this Paragraph 11 shall constitute a Default without the necessity of any notice and grace period, and Landlord may either: (i) terminate this Lease, or (ii) upon thirty (30) days written notice, increase the monthly Base Rent to one hundred ten percent (110%) of the Base Rent then in an arm’s length transaction effect. Further, in which Tenant obtains market value for the event of such assets Default and rental adjustment, all fixed and non-fixed rental adjustments scheduled during the consideration paid to Tenant is retained by Tenant and available to pay amounts due under remainder of the Lease as they become due, and/or otherwise used Term shall be increased to One Hundred Ten Percent (110%) of the scheduled adjusted Base Rent. (d) Tenant's remedy for any breach of Paragraph 11.1 by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition be limited to any other rights and remedies available under this Lease or at law, the right to seek compensatory damages and/or injunctive relief and/or specific performance in order to enforce such covenantsrelief.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part of the Premises or of its Tenant's interest in this Lease to any other entityis not assignable, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (includingor otherwise, nor shall Tenant have the right to sublet the Premises, transfer any interest of Tenant therein or permit any use of the Premises by another party, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that to such assignment, subletting, transfer or use, which consent Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does agrees not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer withhold unreasonably subject to the provisions of this Article 13Subparagraph B below. Tenant acknowledges that the covenants contained in this Section 13.01 are material A consent to the transaction contained herein and that Landlord one assignment, subletting, occupancy or use by another party shall have, in addition not be deemed to be a consent to any other rights subsequent assignment, 22 subletting, occupancy or use by another party. Any assignment or subletting without such consent shall be void and remedies available shall, at the option of Landlord, terminate this Lease. It shall not be unreasonable for Landlord to withhold its consent to any proposed assignment or subletting if (1) the proposed assignee's or subtenant's anticipated use of the Premises involves the storage, generation, discharge, transport, use or disposal of any Hazardous Material; (2) if the proposed assignee or subtenant has been required by any prior landlord, lender or governmental authority to "clean up" or remediate any Hazardous Material; (3) if the proposed assignee or subtenant is subject to investigation or enforcement order or proceeding by any governmental authority in connection with the use, generation, discharge, transport, disposal or storage of any Hazardous Material. Landlord's waiver or consent to any assignment or subletting hereunder shall not relieve Tenant from any obligation under this Lease or at law, unless the right to seek injunctive relief and/or specific performance in order to enforce such covenantsconsent shall so provide.

Landlord’s Consent Required. Except (i) for a Permitted TransferRelated Party Transfers, and (ii) as defined belowset forth in this Article, Tenant shall not transfer directly or indirectly assign this Lease, or sublet or license the Premises or any part portion thereof, or permit the occupancy of all or any portion of the Premises or the use of its any portion of the Initial Tenant Work by any person other than Tenant, including transfer by mortgage, pledge or other encumbrance (whether of all or any portion of Tenant’s interest under this Lease, or any ownership interest (direct or indirect) in Tenant, or any portion of the Initial Tenant Work or any equipment, machinery, trade fixture or other property paid for in whole or in part by any portion of Landlord’s Allowance) each of the foregoing actions are collectively referred to as a “Transfer”) without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Tenant complies with the provisions of this Article. An assignee, subtenant, licensee, or other occupant is referred to herein as a “Transferee”. It shall be reasonable for Landlord to withhold consent to a proposed Transfer that is an assignment of Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation or a sublease of law fifty (including, without limitation by merger, consolidation, sale 50%) percent or other transfer of all or substantially all more of the stock or assets rentable square footage of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer the Premises if the proposed Transferee does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which have a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least net worth equal to or greater than Tenant’s as in excess of that of Tenant at the date Date of this Lease or at immediately prior to the time of proposed Transfer, whichever is greater; or , or if the use proposed to be made of the Premises (bor the applicable portion thereof) by the proposed Transferee is not a Permitted Use hereunder. A “Transfer” shall include any transfer of Tenant’s interest in this Lease by operation of law, the transfer or sale of a controlling interest in Tenant (whether direct or indirect, and whether in one transaction or in a series of related transactions), any “Related Party Transfer” (as defined below), and the grant of permission or license by Tenant to any other person or entity to use or occupy any portion of the Premises for any period of time or for any purpose whatsoever. Any Transfer shall be subject to an entity directly or indirectly controlledthis Lease, controlling, or under common control with Tenant (all of the provisions of which shall be conditions to such Transfer and be binding on any such entity, a “Related Entity”) so long as Transferee. No Transferee shall have any right further to Transfer its interest in the case of an assignment either the original Tenant or the assignee has Premises, and nothing herein shall impose any obligation on Landlord with respect to a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed further Transfer, whichever is greater. For purposes of this clause (b)Lease, the term “controlTransfer” shall mean possession not include any mortgage, pledge or other encumbrance on or of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly any equipment, machinery, trade fixture or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, property owned or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration which is not distributed to stockholders paid for in whole or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenantin part by any portion of Landlord’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsAllowance.

Landlord’s Consent Required. (a) Except for a Permitted Transfer, as defined belowotherwise expressly permitted hereunder, Tenant shall not (i) assign or otherwise transfer this Lease or the Term and estate hereby granted; (ii) sublet the Premises or any part thereof or allow the same to be used or occupied by or in violation of Article 5 or any other provision of this Lease (including this Article 19); (iii) mortgage, pledge or encumber this Lease or the Premises or any part thereof in any manner by reason of any act or omission on the part of Tenant or otherwise (each, a “Transfer”), without in each instance obtaining the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed if Landlord does not exercise its cancellation, recapture or sublease rights in Section 19.06(b), (c) or (d) below. (b) For purposes of this Article 19, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate Tenant, or of a corporate subtenant, or the transfer of a majority of the total interest or of the partnership or limited liability company interest in any partnership or limited liability company Tenant or subtenant, however accomplished, whether in a single transaction or in a series of related or unrelated transactions, or the creation of new stock, partnership interests, or limited liability company interests by which an aggregate of more than fifty (50%) percent of Tenant’s stock, partnership, or limited liability company interests shall be vested in a party or parties who are not stockholders or holders of partnership or limited liability company interests as of the date hereof, shall be deemed a Transfer (it being agreed that for purposes of this Article 19, references to a “partnership” shall be deemed also to refer to limited liability partnerships, registered limited liability partnerships and all other similar partnership entities), except that the sale of the capital stock of any corporate Tenant by the corporate Tenant or by any holder of such stock through the ‘over-the- counter market’ or through any recognized stock exchange, other than by holders of such stock who are deemed “insiders” within the meaning of the Securities Exchanges Act of 1934, as amended, shall not be deemed to be a Transfer; (ii) a takeover agreement of a corporate Tenant shall be deemed a Transfer; (iii) any person or, legal representative of Tenant, to whom ▇▇▇▇▇▇’s interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article 19; and (iv) a modification, amendment or extension of a sublease shall be deemed a Transfer. For the purposes of this Article 19, ▇▇▇▇▇▇ acknowledges that it will be liable to pay to Landlord, upon demand, Landlord’s reasonable attorneys’ fees and reasonable, out-of-pocket expenses incurred in connection with reviewing ▇▇▇▇▇▇’s request for a Transfer. ​ ​ (c) Landlord’s approval or consent shall not be required with respect to, and the other foregoing provisions of this Section 19.01 (together with the provisions of Sections 19.05, 19.06 and 19.07) shall not apply to the following Transfers (a “Permitted Transfer”): (i) a Transfer that occurs as part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale of all or other transfer substantially all of Tenant’s assets, or the sale of all or substantially all of the stock or assets ownership interests of Tenant, in either case, in one transaction or otherwisea series of related transactions that is (or are) not principally for the purpose of transferring Tenant’s interest in this Lease; provided that, in each case, Tenant gives Landlord notice of such transaction not later than thirty (30) days prior thereto; and provided, further that, the assignee’s tangible net worth, as determined in accordance with generally accepted accounting principles and practices or act other reasonably acceptable accounting method accepted by the IRS, consistently applied, is not less than the tangible net worth of Tenant on the date immediately preceding such Transfer (each more than to a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 belowde minimis extent). Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent Tenant shall provide Landlord with commercially reasonable documentation evidencing such net worth requirements, which documentation shall be void at certified as true and correct by the election Chief Financial Officer or other similar responsible officer of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require both Tenant and the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greaterassignee; or (bii) Any a Transfer to (including a Transfer that occurs as part of the merger or consolidation of Tenant with or into) an entity directly or indirectly controlledthat will, controllingControl, be Controlled by, or be under common control Control with, Tenant; and provided that Tenant gives Landlord not less than thirty (30) days prior notice of such Transfer and, together with such transaction notice, documentation to Landlord proving the required affiliation between Tenant (any and such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for as set forth in Section 8.4 hereof, Tenant will not assign or transfer this Lease or sublease the Premises or any part thereof or interest therein, or mortgage, pledge or hypothecate its leasehold interest, without Landlord's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Unless Tenant is a Permitted Transferpublicly traded company, and except as set forth in Section 8.4 hereof, a transfer of a controlling interest in Tenant will be deemed an assignment of this Lease. Any attempted transfer without consent will be void and constitute a non-curable Event of Default under this Lease (as defined below). Tenant's request for consent will include the details of the proposed sublease or assignment, including the name, business and financial condition of the prospective transferee, financial details of the proposed transaction (e.g., the term of and the rent and security deposit payable under any proposed assignment or sublease), and any other information Landlord reasonably deems relevant. Landlord will have the right to withhold or grant consent, in its reasonable business judgment, based on the following factors: (i) the business of the proposed assignee or subtenant and the proposed use of the Premises; (ii) the net worth and financial condition of the proposed assignee or subtenant in relation to its obligations under the proposed assignment or sublease; (iii) Tenant's compliance with all of its obligations under this Lease; (iv) such other factors as Landlord may reasonably deem relevant. Tenant shall not advertise or promote a rental rate in connection with such proposed sublease or assignment that is less than Landlord's then current asking rental rate, provided that there shall not be a minimum rental rate requirement for any actual executed sublease or assignment. Tenant will promptly furnish to Landlord copies of all transaction documentation. Notwithstanding any provision in this Lease to the contrary, Tenant shall not assign, sublet or otherwise transfer any part of the Premises or of its interest in this Lease interests or rights hereunder to any tenant, subtenant or occupant in the Building, or any tenant, subtenant or occupant at any other entity, whether property owned by sale, assignment, mortgage, sublease, license, transfer, operation Landlord or any affiliate of law (includingLandlord, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent of Landlord which shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of themgranted or denied in its sole discretion, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as except in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either sublease where Landlord does not then have space directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant available in the ordinary course of Building that is comparable to Tenant’s business's sublease space, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares case Landlord's consent shall not be deemed a Transfer unreasonably withheld, conditioned or delayed (subject to the provisions foregoing factors). If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the requirements of this Article 13. VIII, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of Tenant acknowledges that from the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific further performance in order to enforce such covenantsby Tenant of its obligations hereunder.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part of the Premises or of its interest in this Lease to any other entitynot, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent, which consent as provided may be withheld in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Leasesole discretion, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition mortgage or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of encumber this Lease or the Premises in whole or in part, provided that the foregoing shall in no way limit Tenant’s right to use Tenant’s personal property or trade fixtures (to the extent Tenant has the right hereunder to remove same at the time expiration or earlier termination of proposed Transfer, whichever is greater; or the Term) as collateral for financing purposes and Landlord agrees to enter into a commercially reasonable form of collateral access agreement with Tenant’s lender (bthe “Tenant’s Secured Lender”) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control and Tenant in connection with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than financing by Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause Lease, no collateral access agreement shall be considered commercially reasonable unless such agreement (bi) prohibits the Tenant’s Secured Lender’s access to the Premises after the expiration or earlier termination of this Lease and does not restrict or interfere with the exercise of any of Landlord’s rights and remedies, (ii) includes a provision acceptable to Landlord providing that the Tenant and Tenant’s Secured Lender shall jointly and severally indemnify, defend and hold harmless the Landlord, Landlord’s lender, and their respective employees, agents, and contractors from any and all claims, actions, proceedings, damages, fines, penalties, expenses and costs suffered or incurred by all or any of such parties as a result Tenant’s Secured Lender’s accessing of the Premises or any other portion of the Property or otherwise arising out of Tenant’s Secured Lender’s exercise of any rights under such collateral access agreement. Tenant shall reimburse Landlord, within ten (10) days after demand therefor, for Landlord’s out-of-pocket costs and expenses, including reasonable attorney’s fees and disbursements, incurred in connection with such any request that Landlord enter into such a collateral access agreement not to exceed Five Thousand Dollars ($5,000.00). Except as expressly otherwise set forth in Section 6.1.6(f) below, Tenant shall not, without Landlord’s prior written consent, assign, sublet, license or transfer this Lease or the Premises in whole or in part whether by changes in the ownership or control of Tenant, or any direct or indirect owner of Tenant, whether at one time or at intervals, by sale or transfer of stock, partnership or beneficial interests, operation of law or otherwise, or permit the occupancy of all or any portion of the Premises by any person or entity other than Tenant’s employees (each of the foregoing, a “controlTransfer”). Any purported Transfer made without Landlord’s consent, if required hereunder, shall be void and confer no rights upon any third person, provided that if there is a Transfer, Landlord may collect rent from the transferee without waiving the prohibition against Transfers, accepting the transferee, or releasing Tenant from full performance under this Lease. In the event of any Transfer in violation of this Section 6.1.6, Landlord shall have the right to terminate this Lease upon thirty (30) days’ written notice to Tenant given within sixty (60) days after receipt of written notice from Tenant to Landlord of any Transfer, or within one (1) year after Landlord first learns of the Transfer if no notice is given. No Transfer shall relieve Tenant of its primary obligation as party Tenant hereunder, nor shall it reduce or increase Landlord’s obligations under this Lease. Notwithstanding the foregoing, no issuance of stock in Tenant in an initial public offering on a “national securities exchange” (as defined in the Securities and Exchange Act of 1934) shall mean possession be deemed to be a Transfer within the meaning and provisions of this Section 6.1.6, nor shall any transfer of more than 50 fifty percent ownership (50%) of any stock or interest in Tenant be deemed to be a Transfer within the shares of beneficial interest of the entity in question together with the power to control meaning and manage the affairs thereof either directly or by election of directors and/or officers. For purposes provisions of this Section 13.01, 6.1.6 as long as Tenant remains a corporation the outstanding voting stock of which is publicly traded and listed on a “substantially allnational securities exchange” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, (as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant defined in the ordinary course Securities and Exchange Act of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party1934). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowNotwithstanding any provision herein to the contrary or reference herein to concessionaires or subtenants or otherwise, Tenant agrees and covenants, which covenants shall not run for the term of this Lease and he binding upon the administrators of Tenant, that Tenant will not, either voluntarily or by operation of law, assign, sell, encumber, pledge or otherwise transfer all or any part of Tenant's leasehold estate hereunder, or permit the Premises to be occupied by anyone. other than Tenant or Tenant's employees, or sublet the Premises or of its interest any portion thereof, without Landlord's prior written consent in this Lease to any other entityeach instance, which consent shall not be unreasonably withhold No. assignment, whether voluntary or involuntary, by sale, assignment, mortgage, sublease, license, transfer, operation of law (includinglaw, without limitation under legal process or proceedings, by mergerreceivership, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenantin bankruptcy, or otherwise) , and no subletting shall be valid or act of Tenant (each a “Transfer” ) effective without Landlord’s such prior written consent and at Landlord's election, shall constitute a default, To the extent not prohibited by provisions of the Bankruptcy Code 11 U.S.C. Section 101, et seq., including Section 365(f)(1) thereof ("Bankruptcy Code"), Tenant, on behalf of itself and its creditors, administrators and assigns, waives the applicability of Sections 541(c) and 365(e) of the Bankruptcy Code of 1978 unless the proposed assignee of the Trustee for the estate of the bankrupt meets Landlord's standard for consent as provided set forth in Section 13.02 belowParagraph 10.C hereof. Consent Landlord has entered into this Lease with Tenant in order to one Transfer does not imply consent obtain for the benefit of the Property the type and quality of Tenant's business for the purpose of maintaining a high quality tenant mix consistent with first class shopping in the Palm Desert area, the foregoing prohibition on assignment or subletting is expressly agreed to any other Transfer or waive the consent requirementby Tenant in consideration for Landlord's agreement to enter into this Lease. Any attempted Transfer without consent shall be void at the election of Landlord. Any person or entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject assigned pursuant to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material Bankruptcy Code shall be of a type and quality consistent with said tenant mix and be deemed without further act or deed to have assumed all of the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available obligations arising under this Lease or at lawon and after the date of such assignment. Any such assignee shall, the right upon demand, execute and deliver to seek injunctive relief and/or specific performance in order to enforce Landlord an instrument confirming such covenantsassumption.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law or in the Premises (includinghereinafter collectively a "Transfer"), without limitation by mergerLandlord's prior written consent, consolidation, sale or other transfer of all or substantially all which shall not be unreasonably withheld. Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the stock or assets of written request from Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without such consent shall be void at the election and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord. Any entity 's consent shall include, and Landlord's thirty (30) day response period referred to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) above shall not require the consent of commence, unless and until Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one has received from Tenant, all of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): information: (a) Any Transfer financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to an entity acquiring all operate at the Premises, (e) the proposed effective date of the assignment or substantially sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as terms and conditions of the date proposed assignment or sublease, and (g) a detailed description of this Lease any ownership or at commercial relationship between Tenant and the time of proposed Transfer, whichever is greater; or assignee or subtenant. Tenant shall have no obligation to deliver the information described in subparagraph (a) or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as above in the case of an assignment either a sublet. If the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as obligations of the date proposed assignee or subtenant will be guaranteed by any person or entity, Tenant's written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (a) if Tenant is a corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than twenty five percent (25%) of the voting stock of such corporation during the Term of this Lease (whether or at not in one or more transfers) or the time dissolution or merger of proposed Transferthe corporation, whichever is greater. For purposes of this clause or (b)) if Tenant is a partnership or other entity, “control” shall mean possession of more than 50 twenty five percent ownership (25%) of the shares profit and loss participation in such partnership or entity during the Term of beneficial interest this Lease (whether or not in one or more transfers) or the dissolution or liquidation of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officerspartnership. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article SEE ADDENDUM PARAGRAPH 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted TransferTenant agrees to not (a) assign any of its rights under this Lease or (b) make or permit any sublease, as defined belowlicense, Tenant shall not mortgage, pledge or other transfer of any part of the Property or the Premises (any of the foregoing in (a) or of its interest in this Lease (b) hereinafter referred to as a “Transfer”), without first obtaining Landlord’s written consent thereto. If consent to any other entityone Transfer is given, whether such consent shall not extend to any subsequent Transfer. Landlord shall be entitled, at its sole discretion, to condition any such consent upon the entry by salesuch person into an agreement with (and in form and substance satisfactory to) Landlord, by which it assumes all of Tenant’s obligations hereunder. Any person to whom any Transfer is attempted without such consent shall have no claim, right or remedy whatsoever hereunder against Landlord, and Landlord shall have no duty to recognize any person claiming under or through such Transfer. Any purported assignment, mortgage, transfer, pledge or sublease made without the prior written consent of Landlord shall be absolutely null and void. Any consent by Landlord to a particular assignment or sublease shall not constitute consent or approval of any subsequent assignment or sublease, licenseand Landlord’s written approval shall be required in all such instances. Any consent by Landlord to any assignment or sublease shall not be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. The sale, transfer, operation of law (including, without limitation by merger, consolidation, sale assignment or other transfer of all a controlling interest in the ownership of Tenant (if a corporation or limited liability company), the sale, assignment or other transfer of any general partnership interest in Tenant (if a partnership), the sale of substantially all of Tenant’s assets, and the stock or assets of Tenant, or otherwise) or act merger of Tenant (into another organization, after which merger Tenant shall not be the surviving corporation or partnership, shall each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which considered a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require for the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions purposes of this Lease, including, without limitation, this Article 13 . Tenant shall pay to Landlord a transfer fee of One Thousand and 00/100 Dollars (other than $1,000.00) simultaneously with any request of the first paragraph Landlord to approve of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer a Transfer. Such transfer fee shall be paid to an entity acquiring all or substantially reimburse Landlord for all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control its internal and external costs and expense incurred with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything respect to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsTransfer.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law or in the Premises (includinghereinafter collectively a "TRANSFER"), without limitation by mergerLandlord's prior written consent, consolidation, sale or other transfer of all or substantially all which shall not be unreasonably withheld. Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the stock or assets of written request from Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without such consent shall be void at the election and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord. Any entity 's consent shall include, and Landlord's thirty (30) day response period referred to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) above shall not require the consent of commence, unless and until Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one has received from Tenant, all of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): information: (a) Any Transfer financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to an entity acquiring all operate at the Premises, (e) the proposed effective date of the assignment or substantially sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as terms and conditions of the date proposed assignment or sublease, (g) a detailed description of this Lease any ownership or at commercial relationship between Tenant and the time proposed assignee or subtenant, (h) a detailed description of any Alterations the proposed Transferassignee or subtenant desires to make to the Premises, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant a Hazardous Materials Disclosure Certificate substantially in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.form of

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant (a) TENANT shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign”) or sublet all or any part of the Premises or of its TENANT’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, or in the Leased Premises without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without LandlordLANDLORD’s prior written consent as provided given under and subject to the terms of Section 26.26 of this LEASE. (b) A change in Section 13.02 belowthe control of TENANT shall constitute an assignment requiring LANDLORD’s consent. Consent to one Transfer does not imply consent to The transfer, on a cumulative basis, of twenty-five percent (25%) or more of the voting control of TENANT shall constitute a change in control for this purpose. (c) The involvement of TENANT or its assets in any other Transfer transaction, or waive the consent requirement. Any attempted Transfer without consent shall be void at the election series of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidationsale, acquisition acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise (any such entity, a “Successor Entity”otherwise), so long whether or not a formal assignment or hypothecation of this Lease or TENANT’s assets occurs, which results or will result in a reduction of the Net Worth of TENANT, as the resulting tenant under the Lease has a creditworthiness at least hereinafter defined, by an amount equal to or greater than Tenant’s twenty-five percent (25%) of such Net Worth of TENANT as it was represented to LANDLORD at the time of the date full execution and delivery of this Lease or at the time of proposed Transferthe most recent assignment to which LANDLORD has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever time said Net Worth of TENANT was or is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of shall be considered an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time by TENANT to which LANDLORD may reasonably without its consent. “Net Worth of proposed Transfer, whichever is greater. For TENANT” for purposes of this clause Lease shall be the net worth of TENANT (b)excluding any Guarantors) established under generally accepted accounting principles consistently applied. (d) Any attempt to assign or sublet all or part of TENANT’s interest in this LEASE without LANDLORD’s specific prior written consent shall, “control” at LANDLORD’s option, be a default curable after notice per Section 26.12, or a non-curable breach without the necessity of any notice and grace period. If LANDLORD elects to treat such unconsented to assignment or subletting as a non-curable breach, LANDLORD shall mean possession of more than 50 percent ownership of have the shares of beneficial interest of the entity in question together with the power right to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than either: (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s businessterminate this LEASE, or (ii) upon thirty (30) days’ written notice (“LANDLORD’s Notice”), increase the monthly Base Rent for the Leased Premises to the greater of the then fair market rental value of the Leased Premises, as reasonably determined by LANDLORD, or one hundred ten percent (110%) of the monthly Base Rent then in an armeffect. Pending determination of the new fair market rental value, if disputed by TENANT, TENANT shall pay the amount set forth in LANDLORD’s length transaction in which Tenant obtains market value for such assets and Notice, with any overpayment credited against the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become next installment(s) of monthly Base Rent coming due, and/or otherwise used by Tenant and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the ordinary course event of business (i.e.such breach and rental adjustment, such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything any fixed rental adjustments scheduled during the remainder of the LEASE term shall be increased in the same ratio as the new rental bears to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject monthly Base Rent in effect immediately prior to the provisions adjustment specified in LANDLORD’s Notice. (e) If TENANT believes that LANDLORD has unreasonably withheld its consent pursuant any provision of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have8, in addition to any other rights and remedies available under this Lease or at law, the right TENANT’s sole remedy will be to seek injunctive relief and/or a declaratory judgment that LANDLORD has unreasonably withheld its consent or an order of specific performance or mandatory injunction of the LANDLORD’s agreement to give its consent; however, TENANT may recover compensatory damages only if a court of competent jurisdiction determines that: (i) TENANT commenced an action respecting such claim(s) within six (6) months after the date on which any right of action thereon first arose under Applicable Requirements, and (ii) LANDLORD has acted willfully, arbitrarily and capriciously in order to enforce such covenantsevaluating the proposed assignee’s or subtenant’s creditworthiness, identity, and/or business character, and/or the proposed use and/or lawfulness of the proposed use.

Landlord’s Consent Required. Except for a Permitted Transferas otherwise provided herein, Tenant will not assign this Lease or, except as defined provided below, Tenant shall not transfer any sublease all or part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) third party without Landlord’s prior written consent which consent shall not be unreasonably withheld or delayed. Notwithstanding any such consent, no assignment or sublease shall be effective until the assignee or sublessee shall have obtained all required permits and licenses to use the Premises for its permitted uses. In the event of a proposed assignment or sublease requiring Landlord’s consent, Tenant will give written notice thereof (“Tenant’s Notice”) to Landlord indicating the general nature of the proposed transaction, and the proposed assignee’s or subtenant’s identity and financial condition and the contemplated use of the Premises or the portion to be subleased, as provided the case may be. If an assignee or sublessee is required to be licensed by the California Gambling Commission (the “Commission”), Tenant agrees to provide Landlord with the same information, at the same time, as the proposed assignee or sublessee provides to the Commission in Section 13.02 belowconnection with such licensing. Consent Landlord will notify Tenant in writing within thirty (30) days after the date of Tenant’s Notice as to one Transfer does not imply whether Landlord grants or withholds its consent to the proposed assignment or subletting and, if such consent is withheld, describing in reasonable detail the basis therefor. Landlord has heretofore approved Century Gaming Management, Inc., a California corporation (“CGM”), as the Casino Operator. If, at any time, Tenant proposes to sublease the Premises to a casino operator other than CGM, the requirements of this Section 8.01 shall apply. In respect of such a sublease, (i) Tenant shall notify Landlord of such proposal (the “Sublease Notice”) at least sixty (60) days prior to the date such sublease term is to commence, which notice shall include the identity of the proposed sublessee (the “Proposed Sublessee”), the equity owners and any other Transfer principals managing the affairs of the Proposed Sublessee together with financial statements for the Proposed Sublessee, if available (collectively, the “Sublessee Information”), and (ii) Tenant or waive the consent requirementProposed Sublessee shall provide Landlord with copies of any applications, forms, data and information provided to the California Gaming Commission in connection with the licensing of the Proposed Sublessee and not already provided as part of the Sublessee Information (collectively, the “Gaming Submittals”). Any attempted Transfer without consent Landlord, in the exercise of its reasonable judgment, may also request additional information concerning the Proposed Sublessee. If Landlord shall have received the Sublease Notice, the Sublessee Information and the Gaming Submittals and thereafter rejects a Proposed Sublessee which has been duly licensed as an operator of a casino by the California Gaming Commission, Tenant shall be void at entitled to an abatement of rent for the election period commencing on the latter to occur of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”A) shall not require the consent of Landlord provided date sixty (60) days after the date that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially have received all of the stock or assets of TenantSublease Notice, whether by way of mergerthe Sublessee Information and the Gaming Submittals, consolidation, acquisition or otherwise and (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of B) the date of this Lease or at that the time of proposed TransferCalifornia Gaming Commission issues a license to the Proposed Sublessee, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of and ending on the date that the Landlord and Tenant agree on the identity of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control a mutually acceptable and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party)licensed sublessee. Notwithstanding anything to the contrary contained herein, so long as Tenant’s shares are traded on a nationally recognized stock exchangeTenant may freely sublease the meeting rooms, any sale restaurants, retail areas or similar portions of Tenant’s shares shall not be deemed a Transfer subject the Premises from time to time, without the provisions consent of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld, conditioned or delayed. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet or assign or enter into other arrangements such that the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of its interest in the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Internal Revenue Code (the "Code"); or (iii) sublet the Premises or assign this Lease in any other entitymanner which could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, whether or which could cause any other income received by sale, assignment, mortgage, sublease, license, Landlord to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 12.1 shall apply to any further subleasing by any subtenant. (b) A change in the control of Tenant shall constitute an assignment requiring Landlord's consent. The transfer, operation on a cumulative basis, of law (including, without limitation by merger, consolidation, sale 50% or other transfer of all or substantially all more of the stock voting or assets of Tenant, or otherwise) or act management control of Tenant shall constitute a change in control for this purpose. (each a “Transfer” c) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any If the rent and other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions sums (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 all monetary payments plus the reasonable value of any services performed or any other thing of value given by any assignee or subtenant in consideration of such assignment or sublease), either initially or over the term of any assignment or sublease, payable by any assignee or subtenant (other than any entity which controls, is controlled by or is under common control with the first paragraph Tenant identified in Section 1.1 (such entity being an "Affiliate")) to Tenant on account of this Section 13.01)an assignment or sublease of all or any portion of the Premises exceed the sum of Base Rent plus Additional Rent called for hereunder with respect to the space assigned or sublet, does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord):Tenant shall pay to Landlord as Additional Rent fifty percent (50%) of such excess payable monthly at the time for payment of Base Rent. (ad) Any Transfer In the event that Tenant intends enter into any assignment or sublease other than to an entity acquiring all Affiliate, then Tenant shall, not sooner than one hundred twenty (120) days and not later than forty-five (45) days, prior to the proposed effective date of such sublease or substantially assignment, give notice to Landlord of such intent, identifying the proposed subtenant or assignee, all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as terms and conditions of the date proposed sublease or assignment, and such other information as Landlord may reasonably request. Landlord may elect (i) to terminate the term of this Lease or at (ii) to exclude from the time Premises, for the term of the proposed Transfersublease, whichever is greater; or the portion thereof to be sublet by giving notice to Tenant of either such election not later than thirty (30) days after receiving notice of such intent from Tenant. If Landlord shall give such notice within such thirty (30) day period, upon the later to occur of (a) the proposed date of commencement of such proposed sublease or assignment, or (b) Any Transfer the date which is fifteen (15) days after Landlord's notice, the term of this Lease shall terminate or (as applicable), for the period expiring on the expiration date of such proposed sublease (if applicable), the Premises shall be reduced to an entity directly exclude the portion of the Premises intended for subletting, in which case the Base Rent and Tenant's Share of Operating Expenses shall be correspondingly reduced but Tenant shall upon invoice reimburse Landlord for the cost of separating the excluded space from the remainder of the Premises (including installation of demising walls and separating utilities). If Landlord shall give its consent, Tenant may enter into such sublease or indirectly controlled, controllingassignment on the terms and conditions set forth in such notice from Tenant within the following thirty (30) days. If Tenant shall not enter into such sublease or assignment within such following thirty (30) day period and shall still desire to enter into any sublease, or under common control with if Tenant (any such entity, a “Related Entity”) so long as in shall change the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of terms and conditions thereof following the date of this Lease or at Tenant's notice to Landlord, the time of proposed Transfer, whichever is greater. For purposes first sentence of this clause paragraph shall again become applicable. (b)e) Any sublease to an Affiliate shall, “control” at Landlord's election, be terminated if the subtenant shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power cease to control be an Affiliate, and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets any sublease shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsprovide.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part of the Premises mortgage or of its interest in encumber this Lease to any other entity, in whole or in part whether by sale, assignment, mortgage, sublease, license, transferat one time or at intervals, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of . Except as expressly otherwise set forth herein Tenant (each a “Transfer” ) shall not, without Landlord’s prior written consent as provided consent, assign, sublet, license or transfer this Lease or the Premises in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer whole or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one part whether by changes in 50% or more of the following (and provided further that the proposed Transfer complies with all other provisions ownership or control of this LeaseTenant, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose or any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all direct or substantially all of the stock or assets indirect owner of Tenant, whether at one time or at intervals, by way sale or transfer of mergerstock, consolidationpartnership or beneficial interests, acquisition operation of law or otherwise otherwise, or permit the occupancy of all or any portion of the Premises by any person or entity other than Tenant’s employees (any such entityeach of the foregoing, a “Successor EntityTransfer”). Any purported Transfer made without ▇▇▇▇▇▇▇▇’s consent, so long as the resulting tenant under the Lease has if required hereunder, shall be void and confer no rights upon any third person, provided that if there is a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlledLandlord may collect rent from the transferee without waiving the prohibition against Transfers, controllingaccepting the transferee, or releasing Tenant from full performance under common control with Tenant (this Lease. In the event of any such entity, a “Related Entity”) so long as Transfer in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes violation of this Section 13.0113, “substantially all” of Tenant’s assets Landlord shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of have the right to use pharmaceutical products developed by terminate this Lease upon thirty (30) days’ written notice to Tenant in the ordinary course given within sixty (60) days after receipt of Tenant’s businesswritten notice from Tenant to Landlord of any Transfer, or within sixty (ii60) in an arm’s length transaction in which days after Landlord first learns of the Transfer if no notice is given. No Transfer shall relieve Tenant obtains market value for such assets and the consideration paid to of its primary obligation as party Tenant is retained by Tenant and available to pay amounts due hereunder, nor shall it reduce or increase Landlord's obligations under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party)this Lease. Notwithstanding anything to the contrary hereinforegoing, so long as Tenant’s shares are stock is traded on a nationally recognized stock public exchange, any the sale or transfer of Tenant’s shares such stock shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsTransfer.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer assign, sublet, pledge, encumber, license or hypothecate all or any part of this Lease or Tenant’s interest in the Premises (provided the foregoing shall apply to Tenant’s leasehold interest only and not to equipment loans, drug licensing or of its other encumbrances or arrangements not attaching to the interest in this Lease to any other entity, whether by sale, the leasehold estate) or permit the assignment, mortgage, sublease, licensedisposition, transfer, operation acquisition, or issuance of law direct or indirect ownership interests (includingwhether stock, partnership or otherwise) in Tenant, to or by any person, entity, or group of related persons or affiliated entities, whether in a single transaction or in a series of related transactions, which results in such person, entity, or group holding (or assigning, transferring, disposing of, or selling) 50% or more of the aggregate ownership interests in Tenant outstanding immediately prior to such transaction or series of related transactions (collectively, “Assignment” or “Assign”) without first procuring the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord’s disapproval of a proposed Assignment is deemed reasonable if the proposed Assignment, in Landlord’s reasonable determination, could jeopardize Landlord’s (or any of its owner’s) tax status (whether as a REIT, ERISA plan, or otherwise). Notwithstanding the foregoing, the parties acknowledge that Tenant is a publicly traded company and the sale of stock in Tenant which occurs over a public or private stock exchange is not within Tenant’s control and Landlord will not have any consent rights with respect to any such transfers or sale of stock. Notwithstanding any other provision of this Lease, Tenant may, upon written notice to Landlord, but without obtaining Landlord’s consent, without limitation by mergerconstituting a default under this Lease, consolidation(a) assign this Lease or all or any portion of the Premises to (i) any parent or subsidiary entity of Tenant, sale (ii) any person or entity that acquires all or substantially all of Tenant’s assets or all or any portion of the capital stock or other transfer ownership interest in Tenant, (iii) any entity with which Tenant merges or is consolidated, regardless of whether Tenant is the surviving entity, or (iv) any person or entity that acquires all or substantially all of the business or assets operated or located on the Premises; or (b) cause a sale or transfer of all or any portion of the capital stock or assets of Tenant, or otherwise) or act of other ownership interests in Tenant (each a “Transfer” successor entity, assignee, purchaser or subtenant in (a) without Landlord’s prior written consent or (b) being referred to herein as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted TransferAssignee”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other effective no later than the first paragraph of this Section 13.01), does assignment to the Permitted Assignee (if a full assignment rather than a mere sublease and not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case where the Permitted Assignee is, by operation of an assignment either law, the successor to Tenant), the original Tenant or under this Lease execute a guaranty of all tenant obligations under this Lease substantially in the assignee has a creditworthiness at least equal to or greater than Tenant’s as form of the date of this Lease attached Exhibit E. In addition, an Assignment shall not include, and Landlord’s consent shall not be required for, any sale or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” other transfer of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets capital stock (or other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to ownership interest if Tenant is retained by Tenant and available to pay amounts due under the Lease as they become duenot a corporation) including, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is but not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchangelimited to, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantstransfer by an existing shareholder.

Landlord’s Consent Required. Except for a Permitted TransferA. Tenant and any permitted Transferee, as defined belowhereinafter defined, Tenant shall not transfer voluntarily or involuntarily, by operation of law or otherwise: (i) transfer, assign, mortgage, encumber, pledge, hypothecate, or assign all or any part of the Premises or of its interest in this Lease Lease, or (ii) sublet or permit the Leased Premises, or any part thereof, to be used by others including, but not limited to concessionaires or licensees, or (iii) issue new stock (or partnership shares or membership interests), create additional classes of stock (or partnership shares or membership interests), or sell, assign, hypothecate or otherwise transfer the outstanding voting stock (or partnership shares or membership interests) so as to result in a change in the present control of Tenant or any other entitypermitted Transferee, whether by if in connection with any such issuance, sale, assignment, mortgagehypothecation or transfer either (1) any of the assets of Tenant are transferred, subleasegranted or pledged as security for the purchase price (or other consideration) of the stock (or other instrument(s) representing or containing voting interest(s) in Tenant) issued, licensesold, assigned, hypothecated or transferred, but only if the loan secured by such assets is more than fifty percent (50%) of the fair value of such assets, or (2) immediately after giving effect to such issuance, sale, assignment, hypothecation or transfer, operation Tenant’s net worth or general creditworthiness is less than its net worth or general creditworthiness immediately prior to such transfer or pledge (provided, however, that this subsection (iii) shall not be applicable to Tenant if it is a publicly owned corporation whose outstanding voting stock is listed on a national securities exchange (as defined in the Securities Exchange Act of law 1933 or the Securities Exchange Act of 1934, as amended) or is traded actively in the over-the-counter market), or (includingiv) sell, without limitation by merger, consolidation, sale assign or other otherwise transfer of all or substantially all of Tenant’s or any permitted Transferee’s assets; without the stock prior consent of Landlord, in each instance, which consent Landlord may withhold in its sole and absolute discretion (except as provided below). All of the foregoing transactions shall be referred to collectively or assets of Tenant, or otherwise) or act of Tenant (each singularly as a “Transfer” ) without Landlord”, and the Person to whom Tenant’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent interest is transferred shall be void at the election of Landlord. Any entity referred to which a Transfer is made is as a “Transferee.” The following transactions (any of themNotwithstanding the foregoing, a “Permitted Transfer”) Landlord shall not unreasonably withhold, condition or delay its consent to any proposed assignment of the Lease or any proposed subletting of the Leased Premises, provided that Landlord determines that the proposed assignee or subtenant (a) is of a type and quality consistent with the first-class nature of the Building; (b) has the financial capacity and creditworthiness to undertake and perform the obligations of this Lease or the sublease (as applicable); (c) proposes to use the Leased Premises only for the uses expressly permitted hereunder and not for any purposes prohibited hereunder; and (d) is not a party by whom any suit or action could be defended on the ground of sovereign immunity. In addition, Landlord shall be entitled to limit the number of sublettings of the Leased Premises at any one time to a reasonable amount determined by Landlord. B. Any Transfer requiring Landlord’s consent that is made without Landlord’s consent shall not be binding upon Landlord, shall confer no rights upon any third Person, and shall, without notice or grace period of any kind, constitute a Default by Tenant under this Lease. Acceptance by Landlord of Rent following any Transfer shall not be deemed to be a consent by Landlord to any such Transfer, acceptance of the Transferee as a tenant, release of Tenant from the performance of any covenants herein, or waiver by Landlord of any remedy of Landlord under this Lease, although amounts received shall be credited by Landlord against Tenant’s Rent obligations. Consent by Landlord to any one Transfer shall not be a waiver of the requirement for consent to any other Transfer. No reference in this Lease to assignees, concessionaires, subtenants or licensees shall be deemed to be a consent by Landlord to occupancy of the Leased Premises by any such assignee, concessionaire, subtenant or licensee. C. Tenant shall remain fully and primarily liable and obligated under this Lease for the entire Term in the event of any Transfer, and in the event of a Default by the Transferee, Landlord shall be free to pursue Tenant, the Transferee, or both, without prior notice or demand to either. Landlord may require as a condition to its consent to any assignment of this Lease that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder and that the Tenant execute a guaranty or other instrument in which such Tenant confirms its continued liability hereunder. In the event Tenant assigns this Lease (other than to a Qualified Tenant Affiliate) or sublets more than fifty percent (50%) of the Leased Premises (other than to a Qualified Tenant Affiliate) when permitted to do so by Landlord, all of Tenant’s options under this Lease to renew or extend the Term shall, upon the date of such subletting, be null and void and forever terminated. In the event Tenant assigns this Lease or sublets more than forty percent (40%) of the Leased Premises when permitted to do so by Landlord, all of Tenant’s options under this Lease to lease additional space, and any other option or right of first refusal, right to first negotiation and similar rights shall, upon the date of such subletting, be null and void and forever terminated. D. If Tenant desires the consent of Landlord provided that Landlord to a Transfer, Tenant shall receive submit to Landlord, at least fifteen (15) business days prior notice thereof plus reasonable evidence upon closing that to the transaction is in fact one proposed effective date of the following (Transfer, a written notice which includes the business terms of the assignment or subletting, financial information and provided further that statements concerning the proposed transferee and such other information as Landlord may reasonably require about the proposed Transfer complies and the transferee. Landlord shall have fifteen (15) business days from the receipt of such notice (together with all other provisions of this Leaseinformation required to be contained in such notice, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose including any additional obligation on Landlord): (ainformation reasonably requested by Landlord with respect thereto) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than review Tenant’s as of the date of this Lease or at the time of request and to notify Tenant whether it will consent to such proposed Transfer, whichever is greater; or (b) Any Transfer provided that Tenant in its written request for such consent refers to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any this provision and states in capital bold letters in such entity, a “Related Entity”) so long as in request and on the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as outside of the date of this Lease or at envelope containing such request the time of proposed Transfer, whichever is greater. For purposes of this clause following: “LANDLORD MUST RESPOND TO TENANT’S REQUEST CONTAINED HEREIN WITHIN FIFTEEN (b15), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Tenant shall not assign this Lease or any interest therein, or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in any other manner transfer all or any part of Tenant’s interest under this Lease (each and all a “Transfer”), without the prior written consent of Landlord, which consent (subject to the other provisions of this Article 14) shall not be unreasonably withheld. Except for as set forth herein, if Tenant is a Permitted business entity, any direct or indirect transfer of fifty percent (50%) or more of the ownership interest of the entity (whether in a single transaction or in the aggregate through more than one transaction), including a merger or consolidation, shall be deemed a Transfer, as defined below. Notwithstanding any provision in this Lease to the contrary, Tenant shall not transfer mortgage, pledge, hypothecate or otherwise encumber this Lease or all or any part of the Premises or of its Tenant’s interest in under this Lease to any other entityLease. Any assignee, whether by salesubtenant, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale user or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each transferee under any proposed Transfer is herein called a “Transfer” ) Proposed Transferee”. Any approved or permitted assignee, subtenant, user or other transferee is herein called a “Transferee”. 14.1.1 Notwithstanding the above, Tenant may, without Landlord’s prior written consent as provided consent, but upon notice to Landlord, sublet all or any portion of the Premises or assign Tenant’s interest in Section 13.02 below. Consent to one Transfer does not imply consent to any this Lease to: (a) a subsidiary, affiliate, parent or other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to Tenant which controls, is controlled by, or is under common control with, Tenant; (b) a Transfer is made is successor entity to Tenant resulting from merger, consolidation, non-bankruptcy reorganization, or government action; or (c) a “Transferee.” The following transactions purchaser of all or any significant portion of Tenant’s assets (any of them, such parties a “Permitted TransferTransferee”) shall not require the consent of Landlord ), provided that (a) Tenant notifies Landlord of any such Transfer at least ten (10) business days prior to such Transfer, (b) Tenant promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Transfer and the Permitted Transferee, which Landlord shall receive prior notice maintain in confidence to the extent such information is not otherwise available to the public, except for disclosures thereof plus reasonable evidence upon closing that as required by law, or as necessary to Landlord’s counsel, accountants, lenders and advisers in connection with the transaction is in fact one operation and management of the following Project and the analysis of the Transfer, (and provided further that the proposed c) such Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does is not alter Landlord’s rights a subterfuge by Tenant to avoid its obligations under this Lease, and does not impose any additional obligation on Landlord): (ad) Any Transfer to an entity acquiring such Permitted Transferee shall at all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than times (i) by license be and remain throughout the Term a duly organized and validly existing entity, organized under the laws of any of the right fifty (50) States of the United States of America, and operating and licensed to use pharmaceutical products developed by Tenant do business and maintaining a principal place of business in the ordinary course State of Tenant’s businessCalifornia, or and (ii) have tangible net worth (not including goodwill as an asset) computed in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business accordance with generally accepted accounting principles consistently applied (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.the

Landlord’s Consent Required. Except for a Permitted Transfer, Transfer (as defined below), Tenant shall not transfer, or permit the transfer of, all or any part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or business and assets of Tenant, or otherwise) or act of Tenant, subtenant, or any other party acting under or through Tenant (each a “Transfer” to a “Transferee”) without Landlord’s prior written consent as more particularly provided under the terms and provisions set forth in Section 13.02 13.3 below. Consent to one Transfer does shall not imply consent to any other Transfer or waive the consent requirementrequirement as to any other Transfer. As used herein, the term “Third Party” shall mean any party other than a Permitted Transferee (as defined below). Any attempted Transfer without having received the required Landlord consent hereunder shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, if and so long as Tenant is a publicly traded company on a recognized stock exchange and subject to SEC regulations and restrictions (or equivalent governmental securities regulators of other countries), any public offering of Tenant’s shares are traded on a nationally recognized stock exchange, or any subsequent sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions for purposes of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 Article 13 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted TransferTenant will not assign this Lease, as defined belowin whole or in part, Tenant shall not transfer nor sublet all or any part of the Premises Premises, nor license concessions or lease departments therein, nor pledge or secure by mortgage or other instruments this Lease, without first obtaining the written consent of its interest in this Lease to Landlord, which consent shall not be unreasonably withheld. This prohibition includes, without limitation, (i) any other entity, whether subletting or assignment which would otherwise occur by sale, assignment, mortgage, sublease, license, transfer, operation of law (includinglaw, without limitation by merger, consolidation, sale reorganization, transfer or other change of Tenant's corporate or proprietary structure; (ii) an assignment or subletting to or by a receiver or trustee in any Federal or State bankruptcy, insolvency, or other proceedings; (iii) the sale, assignment or transfer of all or substantially all of the stock or assets of Tenant, with or otherwisewithout specific assignment of Lease; or (iv) or act of Tenant (each the change in control in a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 belowpartnership. Consent by Landlord to one Transfer does any assignment or subletting shall not imply constitute a waiver of the requirement for such consent to any other Transfer subsequent assignment or waive subletting, nor shall such consent be deemed to release Tenant or any Guarantor from liability under this Lease except to the extent such consent requirementspecifically provides in writing. Any attempted Transfer without consent Tenant shall pay to Landlord, as Additional Rental, the sum of Five Hundred and No/100 Dollars ($500.00) to cover Landlord's administrative costs, overhead and counsel fees, plus all out-of-pocket expenses, in connection with such assignment or subletting consented to by Landlord and any and all additional costs and expenses incurred hereunder. The parties of this Lease agree that it shall be void at deemed to be reasonable under this Lease and under applicable law for Landlord to withhold consent to an assignment of the election Lease or the subletting of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact Premises where one or more of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord):apply: (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license The transferee is a character or reputation or engaged in a business which is not consistent with the quality of operation of the right to use pharmaceutical products developed by Tenant in Celebrity Square Area or would be a significantly less prestigious occupant of the ordinary course of Premises than Tenant’s business, or . (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration The transferee is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to a party of at least equivalent credit- worthiness as the contrary herein, so long as Tenant’s shares are traded on . (iii) The transferee is not a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained party with at least equivalent experience in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsoperating an EasyRider Cafe.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet a11 or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent, which consent will not unreasonably be withheld provided that (i) Tenant has complied with the provisions of this subparagraph and Landlord has declined to exercise its rights thereunder; (ii) the proposed subtenant or assignee is engaged in a business in the Premises which will be used in a manner which is in keeping with the then standards of the Building Complex and does not conflict with any exclusive use rights granted to any other tenant; (iii) the proposed subtenant or assignee has reasonable financial worth in light of the responsibilities involved and Tenant shall have provided Landlord with reasonable evidence thereof; (iv) Tenant is not in default hereunder at the time it makes its request for such consent; (v) the proposed subtenant or assignee is not a governmental or quasi-governmental agency; (vi) the proposed subtenant or assignee is not a tenant under or is not currently negotiating a lease with Landlord in any building owned by Landlord in the Denver metropolitan area (including in the Building Complex); or (vii) the rent under such sublease or assignment is not less than the rent to be paid by Tenant for such space under the Lease and is not less than eighty-five percent (85%) of the rental rate then being offered by Landlord for similar space in the Building Complex. Notwithstanding anything contained in Section 13 to the contrary, in the event Tenant requests Landlord's consent to sublet all or a portion of the Premises or to assign its interest in this Lease, Landlord shall have the right to (x) consent to such sublease or assignment in its reasonable discretion as described in the preceding sentences; (y) refuse to grant such consent in Landlord's reasonable discretion based upon the criteria described above; or (z) refuse to grant such consent and terminate this Lease as to the portion of the Premises with respect to which such consent was requested; provided, however, if Landlord refuses to grant such consent and elects to terminate the Lease as to such portion of the Premises, Tenant shall have the right within fifteen (15) days after Landlord's exercise of its right to terminate to withdraw Tenant's request for such consent and remain in possession of the Premises under the terms and conditions hereof. In the event the Lease is terminated as set forth herein, such termination shall be effective as of the date set forth in a written notice from Landlord to Tenant, which date shall in no event be more than thirty (30) days following such notice. Tenant hereby agrees that in the event it desires to sublease all or any portion of the Premises or assign this Lease to any party, in whole or in part, Tenant shall notify Landlord not less than sixty (60) days prior to the date Tenant desires to sublease such portion of the Premises or assign this Lease ("Tenant's Notice"). Tenant's Notice shall set forth a description of the Premises to be so sublet or assigned and the terms and conditions on which Tenant desires to sublet the Premises or assign this Lease. Landlord shall have forty-five (45) days following receipt of Tenant's Notice to exercise Landlord's rights pursuant to (x), (y) and (z) above. If Landlord consents to such sublease or assignment, and if for any reason Tenant is unable to sublet said portion of the Premises or assign the applicable portion of its interest in this Lease on the terms and conditions contained in Tenant's Notice within one hundred and twenty (120) days following its original notice to Landlord, Tenant agrees to re-offer the Premises to Landlord in accordance with the provisions hereof prior to subleasing or assigning the same to any other entity, whether by sale, assignment, mortgage, sublease, license, third party. (b) A change in the control of Tenant shall constitute an assignment requiring Landlord's consent. The transfer, operation on a cumulative basis, of law twenty-five percent (including, without limitation by merger, consolidation, sale 25%) or other transfer of all or substantially all more of the stock or assets voting control of Tenant, or otherwiseshall constitute a change in control for this purpose. (c) or act The involvement of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided or its assets in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer transaction or waive the consent requirement. Any attempted Transfer without consent shall be void at the election series of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidationsale, acquisition acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise (any such entity, a “Successor Entity”otherwise), so long whether or not a formal assignment or hypothecation of this Lease or Tenant's assets occurs, which results or will result in a reduction of the Net Worth of Tenant, as the resulting tenant under the Lease has a creditworthiness at least hereinafter defined, by an amount equal to or greater than Tenant’s twenty-five percent (25%) of such Net Worth of Tenant as it was represented to Landlord at the time of the date full execution and delivery of this Lease Lease, or at the time of proposed Transferthe most recent assignment to which Landlord has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever time said Net Worth of Tenant was or is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of shall be considered an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time by Tenant to which Landlord may reasonably withhold its consent. "Net Worth of proposed Transfer, whichever is greater. For Tenant" for purposes of this clause Lease shall be the net worth of Tenant (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly excluding any Guarantors) established under generally accepted accounting principles consistently applied. (d) An assignment or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” subletting of Tenant’s assets 's interest in this Lease without Landlord's specific prior written consent shall, at Landlord's option, be a Default curable after notice per Section 13.1, or a non-curable Default without the necessity of any notice and grace period. If Landlord elects to treat such unconsented assignment or subletting as a non-curable Default, Landlord shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of have the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s businesseither: (i)terminate this Lease, or (ii) upon thirty (30) days written notice ("Landlord's Notice"), increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Landlord, or one hundred ten percent (110%) of the Base Rent then in an arm’s length transaction effect. Pending determination of the new fair market rental value, if disputed by Tenant, Tenant shall pay the amount set forth in which Landlord's Notice, with any overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Default and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Tenant obtains shall be subject to similar adjustment to the then fair market value for such assets and the consideration paid to Tenant is retained as reasonably determined by Tenant and available to pay amounts due under Landlord (without the Lease as they become duebeing considered an encumbrance or any deduction for depreciation or obsolescence, and/or otherwise used by Tenant and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the ordinary course of business price previously in effect; (i.e., such consideration is not distributed to stockholders ii) any index-oriented rental or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants price adjustment formulas contained in this Section 13.01 are material Lease shall be adjusted to require that the base index be determined with reference to the transaction contained herein index applicable to the time of such adjustment; and that (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Landlord's Notice. (e) Tenant's remedy for any breach of this Section 13.1 by Landlord shall have, in addition be limited to any other rights and remedies available under this Lease or at law, the right to seek compensatory damages and/or injunctive relief and/or specific performance in order to enforce such covenantsrelief.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirementconsent. Any attempted Transfer assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void at and shall constitute a breach of the election of LandlordLease. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any transfer of them, a “Permitted Transfer”) shall not require Tenant’s interest in this Lease or in the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 Premises from Tenant by merger (other than a merger with an affiliate), consolidation or liquidation, or by any subsequent change in the first paragraph ownership of fifty percent (50%) or more of the capital stock of Tenant (in a single transaction not involving an affiliate) shall be deemed a prohibited assignment within the meaning of this Section 13.01), does not alter 16. As a condition of obtaining Landlord’s rights under this Leaseconsent, Tenant shall submit to Landlord together with its request for consent the name of the proposed assignee or subtenant, the terms and provisions of the proposed transaction, and does not impose any additional obligation on Landlord): (a) Any Transfer such information as to an entity acquiring all or substantially all the nature of the stock proposed assignee’s or assets subtenant’s business and its financial responsibility and standing as Landlord may reasonably require, together with the effective date of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness proposed transfer which shall be at least equal to or greater than Tenant’s as of thirty (30) days after the date of this Lease or at the time submission of such information to Landlord. Landlord’s failure to consent to any proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or transfer under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject unreasonably withheld if (a) the occupancy resulting from such transfer will not be consistent with the general character of the business carried on by the tenants of the Building or violates any rights or options held by any other tenant of the building; or (b) the proposed occupant pursuant to the provisions transfer does not have the financial strength and stability to perform its rental obligations or Landlord is unable to obtain guaranties from one or more affiliates of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance proposed occupant in order to enforce secure such covenantsfinancial obligations; or (c) any proposed sublease does not incorporate this Lease in its entirety so as to be subject to this Lease’s terms, or any such sublease does not require the sublessee to attorn to Landlord at Landlord’s option in the event of a default by Tenant under this Lease.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, The Tenant shall not assign this Lease, in whole or in part, nor sublet all or any part of the Premises, nor license concessions therein, nor (if applicable) sell, transfer or convey stock, partnership interests, membership interests or other ownership interests, nor otherwise permit any other person to occupy or use any portion of the Premises (collectively, a “Transfer”), without in each instance first obtaining the written consent of the Landlord, which consent may not be unreasonably withheld, conditioned or delayed. Consent by the Landlord to any Transfer shall not (i) constitute a waiver of the requirement for such consent to any subsequent Transfer, or (ii) relieve the Tenant from primary liability as the Tenant under this Lease. Provided, however, that the Tenant may assign this Lease, in whole or in part, or sublet all or any part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation Affiliate of law (includingthe Tenant, without limitation by mergerthe Landlord’s consent, consolidationupon not less than sixty (60) days’ prior written notice to the Landlord, sale provided that any assignment or other transfer of all or substantially all subletting shall not (i) constitute a waiver of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply requirement for such consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted subsequent Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) relieve the Tenant from primary liability as the Tenant under this Lease and (iii) such subsequent transferee shall execute and deliver to the Landlord a written agreement by which it assumes and agrees to be bound by all of the obligations of Tenant under this Lease. Further provided, however, that no Transfer shall be permitted (whether or not the Landlord’s consent is required under this Lease) and any attempt to effect a Transfer shall be deemed void ab initio, if such Transfer would result in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course a forfeiture or recapture of business (i.e., such consideration is not distributed to stockholders any Historic Tax Credits or otherwise transferred to another party)NMTCs. Notwithstanding anything to the contrary contained herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale nothing shall prevent Tenant from entering into periodic arrangements with other educational or health care institutions for educational seminars or collaborative educational events involving use (but not occupancy by such other institutions) of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsPremises.

Landlord’s Consent Required. Except (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign” or “assignment”) or sublet all or any part of Tenant’s interest or obligations in this Lease or in the Premises without Landlord’s prior written consent given under and subject to the terms of this Paragraph 11 and Paragraph 34, which Landlord shall not withhold unreasonably; provided, that it shall not be unreasonable for Landlord to withhold its consent if any of the following circumstances exist or may exist: (i) the transferee’s contemplated use of the Premises following the proposed assignment or subletting is different from the permitted use specified herein; (ii) in Landlord’s reasonable business judgment, the transferee lacks sufficient business reputation or experience to operate a Permitted Transfersuccessful business of the type and quality permitted under the Lease; (iii) in Landlord’s reasonable business judgment, the present net worth of the transferee is less than the greater of Tenant’s net worth at the Effective Date or Tenant’s “Net Worth” (as defined below) at the date of Tenant’s request for consent to the assignment or subletting; (iv) in Landlord’s reasonable business judgment, the Rent that Landlord reasonably anticipates receiving from the transferee is less than that which Landlord has received from Tenant; (v) the proposed assignment or subletting would breach any covenant of Landlord in any other lease, financing agreement or other agreement relating to the Industrial Center or otherwise; or (vi) the transferee requests an amendment to the Lease other than the identity of Tenant. “Net Worth” for purposes of this Lease shall be the tangible net worth of Tenant (not including goodwill as an asset and excluding any guarantors) established under generally accepted accounting principles consistently applied. Notwithstanding the foregoing but provided that the present net worth of the transferee is not less than the greater of Tenant’s Net Worth at the Effective Date or Tenant’s Net Worth at the date of the proposed sublease or assignment, Tenant shall not transfer any part of may assign this Lease or sublease the Premises or of its interest in this Lease (each, a “Permitted Transfer”), without Landlord’s consent but upon ten (10) days prior written notice to Landlord, to any other entityentity which controls, whether is controlled by saleor is under common control with Tenant, assignment, mortgage, sublease, license, transfer, operation or to any entity resulting from the merger of law (including, without limitation by merger, consolidation, sale or other transfer of consolidation with Tenant or which acquires all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of themeach, a “Permitted TransferTransferee”) ). In such case, any Permitted Transferee shall not require the consent assume in writing all of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter LandlordTenant’s rights obligations under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except as otherwise provided for a Permitted Transfer, as defined in Section 12.02 below, Tenant shall will not voluntarily or by operation of law assign or transfer any part of this Lease or sublease the Premises or of its Landlord Personalty or any part thereof or interest in this Lease to any other entitytherein, whether by sale, assignment, or mortgage, subleasepledge or hypothecate its leasehold interest, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided consent, which may be withheld, conditioned, or delayed in Section 13.02 belowLandlord’s sole discretion. Consent to Unless Tenant is a publicly traded company, any transfer, in one Transfer does not imply consent to any other Transfer or waive the consent requirementmore transactions, of a controlling ownership interest in or more than a fifty percent (50.0%) ownership interest in either Tenant or Guarantor will be deemed an assignment of this Lease without Landlord’s consent. Any transfer or attempted Transfer transfer without consent shall will be void at the election as to Landlord and will constitute a non-curable Event of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions Default (any of them, a “Permitted Transfer”as defined below) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose without any additional obligation on notice from Landlord): (a) . Any Transfer to an entity acquiring all or substantially all Tenant request for Landlord’s consent under this Section must include the details of the stock proposed sublease or assets assignment, including the name, business and financial condition of Tenantthe prospective transferee, whether by way financial details of mergerthe proposed transaction (e.g., consolidation, acquisition the term of and the rent and security deposit payable under any proposed assignment or otherwise (any such entity, a “Successor Entity”sublease), so long as and any other information Landlord deems relevant. Without limiting the resulting tenant under the Lease has foregoing, Tenant acknowledges that Landlord may withhold its consent to a creditworthiness at least equal to proposed assignment or greater than Tenant’s as sublease in any of the date following instances: (i) the assignee or sublessee is not, in Landlord’s opinion, sufficiently creditworthy to perform the obligations such assignee or sublessee will have under this Lease; (ii) the intended use of the Premises by the assignee or sublessee is not the same as set forth in this Lease or at otherwise satisfactory to Landlord; (iii) occupancy of the time Premises by the assignee or sublessee would, in the good faith judgment of proposed TransferLandlord, whichever is greaterviolate any agreement binding upon Landlord or the Premises; or (biv) Any Transfer the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to an entity directly damage the goodwill or indirectly controlled, controlling, reputation of the Premises; or under common control with Tenant (any such entity, a “Related Entity”v) so long as in the case of an assignment either a sublease, the original Tenant or subtenant has not acknowledged that the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant controls over any inconsistent provision in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party)sublease. Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares The foregoing criteria shall not be deemed a Transfer subject exclude any other reasonable basis for Landlord to the provisions of this Article 13refuse its consent to such assignment or sublease. Tenant acknowledges that the covenants contained in this Section 13.01 are material will promptly furnish to the Landlord copies of all transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at lawdocumentation reasonably requested by Landlord, the right receipt of which will be a pre-condition to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord’s consent.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law or in the Premises (includinghereinafter collectively a "Transfer"), without limitation by mergerLandlord's prior written consent, consolidation, sale or other transfer of all or substantially all which shall not be unreasonably withheld. Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the stock or assets of written request from Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without such consent shall be void at the election and shall constitute a default and breach of this Lease. Tenant's written request for Landlord. Any entity 's consent shall include, and Landlord's thirty (30) day response period referred to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) above shall not require the consent of commence, unless and until Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one has received from Tenant, all of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): information: (a) Any Transfer to an entity acquiring all financial statements for the proposed assignee or substantially all subtenant prepared in accordance with generally accepted accounting principles for the lesser of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, past two (2) years or (ii) the time period the assignee or subtenant has been in an arm’s length transaction existence, (b) federal tax returns for the proposed assignee or subtenant for the lesser of (i) the past two (2) years or (ii) the time period the assignee or subtenant has been in business, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (d) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (g) a detailed description of any ownership or commercial relationship between Tenant obtains market value for such assets and the consideration paid proposed assignee or subtenant and (h) a detailed description of any Alterations the proposed assignee or subtenant desires to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything make to the contrary hereinPremises. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares 's written request shall not be deemed considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (a) if Tenant is a Transfer subject to corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than twenty five percent (25%) of the provisions voting stock of such corporation during the term of this Article 13Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the corporation, or (b) if Tenant is a partnership or other entity, of more than twenty five percent (25%) of the profit and loss participation in such partnership or entity during the term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership. If Tenant acknowledges that is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not be entitled to change or convert to (i) a limited liability company, (ii) a limited liability partnership or (iii) any other entity which possesses the covenants contained characteristics of limited liability without the prior written consent of Landlord, which consent may be given or withheld in this Section 13.01 are material to Landlord's sole discretion. Tenant's sole remedy in the transaction contained herein and event that Landlord shall have, wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in addition no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. If Landlord shall exercise any option to recapture the Premises, or shall deny a request for consent to a proposed assignment or sublease, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be made against Landlord by the proposed assignee or subtenant, or by any brokers or other rights and remedies available under this Lease persons claiming a commission or at law, similar compensation in connection with the right to seek injunctive relief and/or specific performance in order to enforce such covenantsproposed assignment or sublease.

Landlord’s Consent Required. Except for in connection with a Permitted Transfer, as Transfer (defined in Section 17.6 below), Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant’s interest in this Lease or in the Premises, or allow any third party to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of use all or substantially all any portion of the stock Premises (in each such case, collectively or assets of Tenantindividually, or otherwise) or act of Tenant (each a “Transfer” ) to a “Transferee”), without Landlord’s prior written consent as provided in consent, which Landlord shall not unreasonably withhold if Landlord does not exercise its recapture rights under Section 13.02 17.2 below. Consent Without limitation, it is agreed that Landlord may refuse its consent if: (a) the Transferee’s character, reputation, credit history, business, or proposed use is not consistent with the character or quality of the Building or the service needs of the Campus; (b) the Transfer would subject the Premises to one Transfer a use which (i) would involve increased insurance, personnel or wear upon the Building, (ii) would violate any exclusive right or restriction granted to another tenant or other occupant of the Building, or contained in another lease or occupancy agreement of the Building, (iii) would require any addition to or modification of the Premises, or the Building in order to comply with building code or other governmental requirement, (iv) is different from the Permitted Use, incompatible with the tenant mix and/or the proposed Transferee does not imply consent to any other Transfer provide the type of service, or waive offer the consent requirement. Any attempted Transfer without consent shall be void at the election same food choices, or product line (or quality or level of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of themservice, a “Permitted Transfer”food choices or products) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that requires to meet the transaction is in fact one needs of the following student body; (c) the proposed Transferee’s financial condition is less than Tenant’s net worth and provided further is or may become insufficient to support all of the financial and other obligations of this Lease; (d) the nature of the proposed Transferee’s proposed or likely use of the Premises would involve any increase risk of the use, release or mishandling of Hazardous Material; (e) the proposed Transferee is an entity with which Landlord is already in negotiation as evidenced by the issuance of a written proposal within the preceding twelve (12) month period or is already an occupant within the Building; (f) Landlord is not satisfied that the proposed Transfer complies with all other provisions of this LeaseTransferee’s assets, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, business and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all occupancy of the stock or assets of TenantPremises would generate substantially the same Percentage Rent as Tenant has been generating, whether by way of mergeron an average basis, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as during the resulting tenant under the Lease has a creditworthiness at least equal two years prior to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or or (bg) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either a proposed sublease of the original Tenant Premises, the proposed Transfer is for less than the entire Premises. Landlord shall be entitled to condition its consent to any sublease or other Transfer of less than the assignee has a creditworthiness at least equal to or greater than entire Premises on Tenant’s as of restoring the date Premises at the Lease Expiration Date or earlier termination of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13Lease. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and expressly agrees that Landlord shall have, in addition have the absolute right to refuse consent to any Transfer reflecting the foregoing reasons and that for the purposes of any statutory or other requirement of reasonableness on the part of Landlord such refusal shall be deemed to be reasonable. If the entity(ies) that directly or indirectly controls the voting shares/rights of Tenant (other than through the ownership of voting securities listed on a recognized securities exchange) changes at any time, other than a change transferring voting rights or shares to an Affiliate of Tenant, such change of ownership or control shall constitute a Transfer. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void, and remedies available under shall constitute a breach of this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLease.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer assign or encumber this Lease or any interest herein or permit the use of the Leased Premises or any part of the Premises or of its interest in this Lease to thereof by any party other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (includingthan Tenant, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) Such consent shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence be withheld, conditioned or delayed except upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord):'s determination that: (ai) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise transferee's creditworthiness is insufficient (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease except that transferee's creditworthiness shall be deemed sufficient if transferee has a creditworthiness at least net worth equal to or greater than Tenant’s Tenant as of the date of this Lease or at the time of proposed Transfer, whichever is greaterEffective Date); or (ii) transferee's business history or anticipated use of the Leased Premises are not suitable for the Building; or (iii) any portion of the Building or Leased Premises would become subject to additional or different governmental laws or regulations as a consequence of the proposed transfer and/or the proposed transferee's use and occupancy of the Leased Premises. Tenant acknowledges and agrees that in the event an Event of Default has occurred and is continuing under this Lease, as a condition precedent to the effect of any assignment of this Lease, Tenant shall enter into a settlement agreement with Landlord that is reasonably satisfactory to Tenant and Landlord and addresses any and all amounts then due and owing from Tenant to Landlord. (b) Any Transfer to an entity directly Tenant shall not sublet the Leased Premises or indirectly controlledany part thereof without the prior written consent of Landlord. Such consent shall not be withheld, controlling, conditioned or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than delayed except upon Landlord's determination that: (i) by license transferee's business history or anticipated use of the right to use pharmaceutical products developed by Tenant in Leased Premises are not suitable for the ordinary course of Tenant’s business, or Building; or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and any portion of the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they Building or Leased Premises would become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to additional or different governmental laws or regulations as a consequence of the provisions proposed transfer and/or the proposed transferee's use and occupancy of the Leased Premises. (c) Any attempted transfer in violation of the terms of this Article 13VIII shall, at Landlord's option, be void. Tenant acknowledges that the covenants contained in this Section 13.01 are material Consent by Landlord to the transaction contained herein and that Landlord one or more transfers shall have, in addition not operate as a waiver of Landlord's rights as to any other rights and remedies available under this Lease or at lawsubsequent transfers. In addition, Tenant shall not, without Landlord's consent, publicly advertise the right to seek injunctive relief and/or specific performance in order to enforce such covenantsproposed rental rate for any transfer.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any part interest therein, without the prior written consent of Landlord, which consent may be withheld by Landlord in its sole discretion, and any attempt to do so without such consent being first obtained shall be voidable and, at Landlord's election, shall constitute a default of Tenant under this Lease. Tenant shall not sublease all or any portion of the Premises or without the prior written consent of Landlord, which consent shall not be unreasonable withheld nor delayed. Notwithstanding anything herein to the contrary, in the event Tenant sells all of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all corporate stock or substantially all of its assets, upon the stock or assets of Tenant, or otherwise) or act written request of Tenant (each a “Transfer” ) without Landlord’s prior written consent as to Landlord to approve the assignment of the Tenant's interest under the Lease, provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction this Lease is in fact one of the following (good standing and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does Tenant is not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s in default hereunder as of the date of the request, Landlord shall approve the assignment of the Tenant's interest under this Lease or at to the time of proposed Transfer, whichever is greater; orpurchaser conditioned upon: (bi) Any Transfer The delivery to Landlord of a current financial statement of the purchaser showing a net worth and cash flow at least as positive as the net worth and cash flow of Tenant as disclosed in Tenant's most recent financial statement prior to the sale to the purchaser; (ii) the delivery to Landlord of evidence, reasonable acceptable to Landlord, of the sale of Tenant's stock or assets to the purchaser; (iii) the delivery to Landlord of evidence, reasonable acceptable to Landlord, of the organization, existence and good standing of the purchaser entity; (iv) the execution by Tenant and the purchaser, and delivery of an entity directly or indirectly controlledoriginal to Landlord, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either and assumption agreement inform and content reasonable acceptable to Landlord pursuant to which the original Tenant or purchaser shall assume the assignee has a creditworthiness at least equal to or greater than Tenant’s 's interests under this Lease and be bound by all of the terms hereof commencing as of the date of this Lease the assignment; and (v) the payment to or at on behalf of Landlord of Landlord's reasonable legal fees and costs, not to exceed $3,500, associated with the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership consideration and approval of the shares of beneficial interest assignment of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything 's interest hereunder to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantspurchaser.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet or assign or enter into other arrangements such that the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of its interest in the sublessee or assignee; (ii) sublet .the Premises or assign this Lease to any other entityperson in which Landlord owns an interest, whether directly or indirectly (by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all applying constructive ownership rules set forth in Section 856(d)(5) of the stock Internal Revenue Code (the "Code"); or assets (iii) sublet the Premises or assign this Lease in any other manner which could cause any EXHIBIT SECTION EXHIBIT (10.2) portion of Tenantthe amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent which could cause any other income received by Landlord to fail to qualify as provided income described in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”856(c)(2) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph Code. The requirements of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose 12.1 shall apply to any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether further subleasing by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orsubtenant. (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as A change in the case control of Tenant shall constitute an assignment either the original Tenant requiring Landlord's consent. The transfer, on a cumulative basis, of 25% or the assignee has a creditworthiness at least equal to or greater than Tenant’s as more of the date voting or management control of Tenant shall constitute a change in control for this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantspurpose.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, licenseassign, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of hypothecate the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights leasehold estate under this Lease, or any interest therein, and does shall not impose sublet the Premises, or any additional obligation on part thereof, or any right or privilege appurtenant thereto (including, but not limited to the parking spaces to be used in connection with Tenant's occupancy), or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord): (a) , which consent will not be unreasonably withheld. Any Transfer attempt to do so without such prior consent shall be wholly void and shall constitute a default by Tenant under this Lease. In the event Landlord consents to any assignment or subletting, such consent shall not constitute waiver of any of the restrictions of this Paragraph 21 and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall Landlord's consent to an entity acquiring all assignment or substantially subletting affect the continuing primary liability of Tenant (which, following assignment shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. In the event that Landlord shall consent to an assignment or subletting under this Paragraph 21, such assignment or subletting shall not be effective until the assignee or sublessee shall assume all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date obligations of this Lease on the part of Tenant to be performed or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or observed and whereby the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” sublessee shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to agree that the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material Lease shall, notwithstanding such assignment or subletting, continue to be binding upon it with respect to all future assignments and sublettings. Such assignment or sublease agreement shall be duly executed and a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Rent due hereunder directly from the transaction contained herein and that Landlord assignee or sublessee. Collection of Rent directly from an assignee or sublessee shall havenot constitute a consent or a waiver of the necessity of consent to such assignment or subletting, in addition to any other rights and remedies available under this Lease nor shall such collection constitute a recognition of such assignee or at law, sublessee as the right to seek injunctive relief and/or specific Tenant hereunder or a release of Tenant from the performance in order to enforce such covenantsof all of its obligations hereunder.

Landlord’s Consent Required. Except for a Permitted TransferSubject to the remaining provisions of this Article 11, as defined belowbut notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any part of the Premises or of its interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights existing as of the Commencement Date with respect to any other entitytenant in the Building; (6) the use, whether by salenature, assignmentbusiness, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale activities or other transfer of all or substantially all reputation in the business community of the stock proposed transferee (or assets of Tenantits principals, employees or otherwiseinvitees) or act of Tenant (each a “Transfer” ) without does not meet Landlord’s prior written consent as provided standards for Building tenants; or (7) the proposed transferee is or has been involved in Section 13.02 belowlitigation with Landlord or any of its Affiliates. Consent Tenant shall not be entitled to one Transfer does not imply receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any other Transfer such provision through specific performance or waive the consent requirementdeclaratory judgment. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions violation of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or is voidable at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord’s option.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law or in the Premises (includinghereinafter collectively a "TRANSFER"), without limitation by mergerLandlord's prior written consent, consolidation, sale or other transfer which consent shall not be unreasonably withheld. Landlord shall respond to Tenant's written request for consent hereunder within fifteen (15) business days after Landlord's receipt of all or substantially all a written request from Tenant. If Landlord fails to respond in writing to such written request for Landlord's approval of any proposed Transfer (the "First Request") within fifteen (15) business days following Landlord's receipt of the stock or assets First Request, then Tenant shall send to Landlord a second written request for Landlord's approval (the "Second Request"), which such Second Request shall contain a statement in bold letters of Tenanta large font at the top such document stating that "Landlord's failure to respond to this document within seven (7) business days will constitute Landlord's deemed approval of the Transfer requested herein." If Landlord fails to respond to the Second Notice within seven (7) business days following Landlord's receipt of the Second Notice, or otherwise) or act then such failure shall be deemed to constitute Landlord's approval of Tenant (each a “the Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without such consent shall be void and shall constitute a default under this Lease. If the entity(ies) which directly or indirectly controls the voting shares/rights of Tenant changes at the election any time, such change of Landlord. Any entity to which ownership or control shall constitute a Transfer unless Tenant is made an entity whose outstanding stock is listed on a “Transferee.” The following transactions (any recognized securities exchange or if at least 80% of themits voting stock is owned by another entity, a “Permitted Transfer”) the voting stock of which is so listed. Tenant's written request for Landlord's consent shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one include all of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): information: (a) Any Transfer to an entity acquiring all financial statements for the proposed assignee or substantially all of the stock or assets of Tenantsubtenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in reasonably detailed description of the case of an assignment either the original Tenant or business the assignee has or subtenant intends to operate at the Premises, and (c) a creditworthiness at least equal to or greater than Tenant’s as copy of the date executed letter of this Lease intent for the proposed sublease or at assignment which includes the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership material terms and conditions of the shares of beneficial interest proposed assignment or sublease (provided, however, if any of the entity in question together with material terms of such sublease or assignment agreement materially change from the power to control and manage the affairs thereof either directly or by election approved letter of directors and/or officers. For purposes of this Section 13.01intent, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the Landlord's right to use pharmaceutical products developed by Tenant in consent and Landlord's fifteen (15) business day period shall once again apply with respect to the ordinary course of Tenant’s business, revised proposed sublease or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another partyassignment). Notwithstanding anything to the contrary hereincontained in this Article 16, so long provided Tenant is not in default after expiration of any applicable notice and cure periods, Tenant shall have the right, without Landlord's consent, upon fifteen (15) days advance written notice to Landlord, to assign the Lease or sublet the whole or any part of the Premises (a) to any entity or entities which are owned by Tenant, or which owns Tenant, (b) in connection with the sale or transfer of substantially all of the assets of Tenant or the sale or transfer of substantially all of the outstanding ownership interests in Tenant, or (c) in connection with a merger, consolidation or other corporate reorganization of Tenant (each of the transactions referenced in the above subparagraphs (a), (b), and (c) are hereinafter referred to as Tenant’s shares are traded on a nationally recognized stock exchange"Permitted Transfer," and each surviving entity shall hereinafter be referred to as a "Permitted Transferee"); provided, any sale of Tenant’s shares shall not be deemed a Transfer that such assignment or sublease is subject to the provisions following conditions: (i) Tenant shall remain fully liable under the terms of the Lease; (ii) such Permitted Transfer shall be subject to all of the terms, covenants and conditions of the Lease; (iii) if the entity which constitutes Tenant does not survive such transaction referenced above, such Permitted Transferee has a net worth at least equal to the net worth of Tenant as of the date of this Article 13. Lease; and (iv) such Permitted Transferee shall expressly assume the obligations of Tenant acknowledges that under the covenants contained in this Section 13.01 are material Lease by a document reasonably satisfactory to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord.