Common use of Landlord’s Consent Clause in Contracts

Landlord’s Consent. Tenant’s request for Landlord’s consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. The Landlord acknowledges that telecommunication service is fundamental to the Tenant’s request for business and the Tenant’s use, occupation and enjoyment of the Leased Premises. The Landlord confirms that the existing physical layout of the Building allows sufficient communication services to be provided to the Tenant and the Leased Premises to support the Tenant’s intended use. The Tenant may install, maintain, replace, remove, use or modify communications or computer wires, cables and related devices including WiFi or other wireless communications technology (collectively, the “Communications Technologies”) located within the Building or within the Leased Premises, only with the Landlord’s prior written consent. The Landlord’s consent may be withheld in the Landlord’s sole and absolute discretion. The Landlord may withhold permission to locate active electronic telecommunications equipment used by the Tenant from common telephone closets or Building riser spaces, and require such active electronic telecommunications equipment to remain within the Leased Premises of the Tenant as a general policy of the Building, but in any Transfer event, at the Landlord’s sole and absolute discretion. Any request for consent to locate active Tenant electronic telecommunications equipment in common telephone closets or Building riser spaces shall meet the Landlord’s requirements from time to time. Notwithstanding the foregoing, the Tenant is hereby granted (on a non-exclusive basis in conjunction with other tenants and subject to the Landlord’s approval) reasonable access to Building riser and chase space (but in no event more than the Tenant’s proportionate share of available space in the aggregate) and telecommunications areas (including the roof) for telecommunications equipment and cabling requirements in order to install and operate thereon certain telecommunications cabling and equipment required in connection with the Tenant’s business in the Leased Premises, provided the same complies with all Applicable Laws. Without liability for rental or any other charges, the Tenant shall be made at least thirty (30) days prior permitted to select a contractor of its choice to undertake the installation of its telecommunications equipment and cabling, subject to the effective date Landlord’s approval, which approval shall be based upon conforming with Building warranties and rules and regulations, but which shall not be unreasonably withheld or delayed. The Tenant shall be responsible for all costs of installation, repair and maintenance with respect to the proposed Transfertelecommunications equipment and cabling. Further, describe the details Tenant shall have access to the incumbent local exchange carrier (ILEC) and shall have the right to access competitive local exchange carriers (CLECs) mutually agreed upon between the Landlord and the Tenant. All risers, chase space, telecommunications areas and associated telecommunications equipment and cabling shall be secured from access to the public. The Tenant shall be responsible for payment to local exchange carriers for contracted charges within the Leased Premises. In addition, the Landlord shall permit access to the Building, at the then prevailing rate for such access in comparable buildings of similar class and size in Mississauga, Ontario, to a qualified telecommunication provider specified by the proposed Transfer, including Tenant and approved by the name, business and financial condition of the prospective TransfereeLandlord (such approval not to be unreasonably withheld or delayed), and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withholdpermit such provider to use the Building shafts, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premisesconduits, provided that Tenant is not then in default under this Lease (following the giving of notice of such defaultrisers, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent roof and other interfloor connections for the following reasons, among others: (i) the business installation of the proposed Transferee cabling and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedequipment.

Landlord’s Consent. Tenant’s request for Landlord’s consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide not voluntarily, involuntarily or by operation of law assign, mortgage, pledge or encumber (collectively "Assignment") this Lease, in whole or in part, or sublet the whole or any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting part of the Premises, provided that or permit the use or occupancy of the whole or any part of the Premises by others, including, without limitation, the operation of all or any part of the Premises by a licensee or concessionaire, without first obtaining in each and every instance the prior written consent of Landlord, which Landlord will not unreasonably withhold. Such consent shall be based on, inter alia, the net worth of the proposed assignee/subtenant, the proposed use and the rent to be paid. Landlord will consent to a sublease or assignment to an affiliate or subsidiary of Tenant so long as the overall lease credit is not then impaired. Any consent by Landlord to an Assignment or subletting or use or occupancy by others shall be held to apply only to the specific transaction thereby authorized and shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting or use or occupancy by others. If this Lease or any interest herein be assigned or if the Premises or any part thereof be sublet or used or occupied by anyone other than Tenant with Landlord's prior written consent, Tenant shall pay to Landlord monthly the excess of the consideration received or to be received during such month for such Assignment, sublease, or occupancy (whether or not denoted as rent) over the rent reserved for such month in default this Lease applicable to such portion of the Premises so assigned, sublet or occupied, after deduction of Tenant's reasonable expenses. If this Lease or any interest of Tenant herein be assigned or if the whole or any part of the Premises be sublet or used or occupied by others (including, without limitation, an affiliate or subsidiary of Tenant), after having obtained Landlord's prior written consent thereto, Tenant shall nevertheless remain fully liable for the full performance of all obligations under this Lease (following the giving of notice of such default, where applicable) but it to be performed by Tenant and Tenant shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then released therefrom in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedmanner.

Landlord’s Consent. Tenant’s request for Landlord’s consent If Landlord does not exercise its right to any Transfer shall be made at least thirty terminate pursuant to Paragraph 24.2(b) within fifteen (3015) days prior to the effective date after receipt of the proposed TransferTenant's notice or if Tenant proposes a sublease, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition withhold or delay (more than ten (10) business days following receipt its consent to the proposed assignment or subletting, on the terms and conditions specified in said notice. If Tenant's notice fails to state that it constitutes an offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), such notice shall be deemed insufficient for the purposes of Tenant’s request for this Paragraph 24.2, and Landlord may withhold its consent with all information required herein) to the proposed assignment in Landlord's absolute discretion. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed assignment or subletting sublease, if Landlord withholds its consent where Tenant is in default at the time of the Premisesgiving of Tenant's notice or at any time thereafter, provided that or where the net worth of the proposed assignee (according to generally accepted accounting principles) is less than the greater of (i) the net worth of Tenant immediately prior to the assignment (ii) or the net worth of Tenant at the time this Lease is not then executed, such withholding of consent shall be presumptively reasonable. Fifty percent (50%) of any and all rent paid by an assignee or subtenant in default excess of the Rentals to be paid under this Lease (following prorated in the giving event of notice a sublease of less than the entire Premises), after Tenant's deduction therefrom of all reasonable costs to effect the assignment or subletting, including without limitation, brokerage commissions, attorneys' fees, and the cost of leasehold improvements or alterations installed or redecorating performed by Tenant for the sublessee, shall be paid directly to Landlord, as Additional Rent, at the time and place specified in this Lease. For the purposes of this Paragraph 24, the term "rent" shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such defaultsums are related to Tenant's interest in this Lease or in the Premises, where applicableincluding, but not limited to key money, bonus money, and payments (in excess of the fair market value thereof) but it for Tenant's assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord's consent shall be voidable at Landlord's option, and shall constitute a Default by Tenant. Landlord's consent to any one assignment or sublease shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business constitute a waiver of the proposed Transferee and the proposed use provisions of the Premises are inconsistent with the Permitted Usesthis Paragraph 24 as to any subsequent assignment or sublease nor a consent to any subsequent assignment or sublease; (ii) further, Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates 's consent to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) an assignment or sublease shall not release Tenant from Tenant’s failure to be in compliance with all of its 's obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant Tenant shall remain jointly and use mix at the Project, due to Landlord’s reasonable dissatisfaction severally liable with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedsubtenant.

Landlord’s Consent. TenantIt is acknowledged and agreed that this Sublease is conditioned upon Landlord granting its written consent to the terms and conditions hereof, subject to and in accordance with the terms of Article 14 of the Master Lease (such consent being referred to as the “Consent”). Unless specifically set forth in writing, Landlord’s request Consent does not constitute approval by Landlord of any of the provisions of this Sublease, or agreement thereto or therewith, but only approval of the sublet of the Sublease Premises to Subtenant. Sublandlord shall be solely responsible for all costs to obtain Landlord’s consent to any Transfer this Sublease. Sublandlord shall be made at least use commercially reasonable efforts to deliver to Subtenant the Consent of Landlord to this Sublease within thirty (30) days prior after full execution of this Sublease. Sublandlord shall make a written request to cause Landlord to include in the effective date Consent a commercially reasonable non-disturbance agreement that would recognize Subtenant under a direct lease with substantially the same terms and conditions of this Sublease. Any payment of attorneys’ fees required by Landlord as a condition to delivering such non-disturbance agreement shall be split equally between Sublandlord and Subtenant. Subtenant shall cooperate with Sublandlord in seeking the proposed TransferConsent, describe the details of the proposed Transferincluding, including the namewithout limitation, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with promptly supplying all information required hereinand documentation reasonably requested by Landlord with respect to Subtenant. If the Consent of Landlord to this Sublease is not obtained within sixty (60) its consent to any assignment or subletting days after full execution of the Premisesthis Sublease, provided that Tenant Subtenant has promptly and diligently furnished to Sublandlord and Landlord all information reasonably requested by them, Subtenant shall have the right to terminate this Sublease by giving written notice to Sublandlord pursuant to Article 11, in which case the Security Deposit shall be promptly returned to Subtenant and the parties shall have no further obligation to each other. To the extent that any delays in Consent is caused by Subtenant’s actions or inactions shall not then in default postpone any of Subtenant’s obligations for payment of Rent under this Lease Sublease. This Sublease is also conditioned upon Subtenant receiving adequate assurances (following as determined by Subtenant) that Landlord will agree to allow Subtenant to install a biometric lock on the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use doors of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974audio/video monitoring equipment, as amended.shown on the plans and specifications attached as Exhibit D.

Landlord’s Consent. Except as permitted by Paragraph 27.I hereof, Tenant shall not enter into a Sublet without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Except as permitted by Paragraph 27.I, any attempted or purported Sublet without Landlord’s prior written consent shall be void and confer no rights upon any third person and, at Landlord’s election, shall terminate this Lease. Each Subtenant shall agree in writing, for the benefit of Landlord, to assume, to be bound by, and to perform and observe the terms, covenants and conditions of this Lease (with the exception of Monthly Rent) to be performed and observed by Tenant’s request . Every Sublet shall recite that it is and shall be subject and subordinate to the provisions of this Lease, and that the termination of this Lease shall constitute a termination (at the option of the Landlord) of every such Sublet. Notwithstanding anything contained herein, (i) Tenant shall not be released from personal liability for the performance of any of the terms, covenants and conditions of this Lease by reason of Landlord’s consent to any Transfer a Sublet unless Landlord specifically grants such release in writing (it being agreed that Landlord has no obligation to do so), and (ii) the parties agree that it shall be made at least thirty (30) days prior reasonable for Landlord to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withhold its consent to any assignment or subletting proposed Sublet when the proposed Subtenant is an occupant of the PremisesProperty or is a third party which is already involved in negotiations with Landlord to lease space in the Project. Without limiting the generality of Landlord’s discretion in determining whether it is reasonable to withhold consent for any requested Sublet, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable reasonable for Landlord to deny withhold such consent for the following reasons, among others: (i) the business of if the proposed Transferee and the proposed Subtenant would use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with for any use other transfers then in effect, is than for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use general office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedpurposes.

Landlord’s Consent. Landlord’s and Tenant’s request agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld, and (subject to Paragraphs 13.h and 13.i below) neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting requiring Landlord’s consent pursuant to any Transfer this Paragraph 13 which takes place without Landlord’s prior written consent shall, if not cured within the period described in Paragraph 25 below, at Landlord’s option, be void and shall be made constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at least thirty (30) days prior to the effective date of the proposed Transferlaw. The parties hereto agree and acknowledge that, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any among other information circumstances for which Landlord may reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withhold its consent to any an assignment or subletting of the Premisessublease, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable reasonable for Landlord to deny withhold its consent for the following reasons, among otherswhere: (i) the business of assignment or subletting would materially increase the proposed Transferee and operating costs for the proposed use Building or the burden on the Building services beyond that which would be incurred if the subject portion of the Premises are inconsistent with were used for customary general office and administrative purposes, or generate additional foot traffic, elevator usage or security concerns in the Permitted Uses; Building over and above the level of foot traffic or elevator usage which would exist if the subject portion of the Premises were used for customary general office and administrative purposes, or would reasonably be anticipated to create an increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced in any material way, (ii) Landlordthe space will be used for a school or training facility (other than for a training facility for Tenant’s reasonable dissatisfaction employees, advertisers or aligned entities), an entertainment, sports or recreation facility (other than an in-house fitness center for Tenant’s employees), retail sales to the public (unless Tenant’s permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum) (subject to Tenant’s right to use the 9th Floor Deck for purposes expressly permitted under Paragraph 63), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the net worth and financial condition provision of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfersocial, together with other transfers then in effectwelfare or clinical health services or sleeping accommodations (whether temporary, is for more than forty percent (40%) of the Premisesdaytime or overnight); (iii) the proposed assignee or subtenant (or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant) is a current tenant of the Building or has negotiated with Landlord within the preceding three (3) months (or is currently negotiating with Landlord) to lease space in the Project, and in each instance Landlord has adequate available space in the Project to meet such tenant’s space requirements; (iv) Landlord reasonably determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building; (v) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate with whom Landlord has engaged in litigation regarding lease default matters or who has asserted a legal claim against Landlord or an affiliate of Landlord, or against whom Landlord or any affiliate of Landlord has asserted a legal claim; (vi) Landlord reasonably determines that the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Project, or with the terms of any easement, CC&R’s, or other agreement affecting the Project; (vii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; (viii) Landlord reasonably determines that the proposed assignee may be unable to perform all of Tenant’s failure obligations under this Lease or the proposed subtenant may be unable to be in compliance with perform all of its obligations under the proposed sublease or (ix) as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a breach or default by Tenant under his Lease shall have occurred and be continuing, provided that, upon the cure of such breach, Landlord shall reconsider such request for approval in accordance with the terms hereof, unless Tenant has withdrawn such request. Landlord’s foregoing rights and options shall continue throughout the entire term of this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. Tenant’s request for Landlord’s consent to any Transfer Landlord shall be made at least have thirty (30) days prior after Tenant's notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord (the ('Section 11.3 Notice") to advise Tenant of Landlord's (i) consent to such proposed assigrunent or sublease, or (ii) withholding of consent for reasonable reasons to such proposed assignment or sublease, in which event Landlord's notice shall be accompanied by an explanation of the reason for such disapproval, or (iii) election to terminate this Lease as to all of the space proposed to be sublet or as to the entire premises in the event of an assignment , such termination to be effective as of the date of the proposed Transfer, describe the details commencement of the proposed Transferassignment or subletting (the "Effective Date"). If Landlord shall exercise its termination right hereunder, including Landlord shall have the nameright to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, business and financial condition Tenant shall have no right to any of the prospective Transfereerents or other consideration payable by such proposed assignee or subtenant under such other leasel or occupancy agreement, even if such rents and other consideration exceed the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentationpayable under this Lease by Tenant. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent have the right to lease the Premises to any assignment other tenant, or subletting of not lease the Premises, provided in its sole and absolute discretion. Landlord and Tenant specifically agree that Tenant is not then in default under Landlord's right to terminate this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; under clause (iii) Tenant’s failure above is a material consideration for Landlord's agreement to enter into this Lease and such right may be exercised in compliance with all Landlord's sole and absolute discretion and no test of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedreasonableness shall be applicable thereto.

Landlord’s Consent. Tenant’s In the event Tenant proposes to assign this Lease or enter into a sublease, Tenant shall request for Landlord’s 's consent to any Transfer shall be made at least thirty by notice given not less than sixty (3060) days prior to the intended effective date of the proposed Transferassignment or sublease. Tenant's notice shall include the proposed assignee's or sublessee’s name and address, describe the details current financial statement and business resume, including other business locations, other landlords, trade and bank references and other information as reasonably requested by Landlord. Consent withheld by Landlord for any of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant following reasons shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord conclusively to deny be consent for the following reasons, among othersreasonably withheld: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; assignee or sublessee is not financially qualified or is an otherwise unsatisfactory credit risk, or is not sufficiently experienced, (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition proposed assignment or sublease would result in the creation of more than one office, or in a change of the proposed Transferee as it relates to such Transferee’s proposed obligations if such TransferPermitted Use, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; or (iii) Tenantthe proposed assignment or sublease would adversely, in Landlord’s failure to be opinion, affect the overall character or quality of the Building in compliance with all of its obligations under this Leasewhich the Demised Premises are located, (iv) the Transferee’s proposed particular use of assignment or sublease would increase the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use parking requirements of the Building that is open to beyond the general public, existing capacity of the Project; (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or proposed assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, subtenant does not have a good reputation as a tenant of property; (vii) or the Transfer assignment or subletting would entail any alterations which would lessen the value of the leasehold improvements in question would result in a violation the Demised Premises; (viii) the proposed assignee or sublessee or use of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated Demised Premises by the Office proposed assignee would come within the provisions of Foreign Asset the Spill Compensation and Control Act, or any other Environmental Law, or (ix) the proposed assignee or sublessee is an existing tenant in the United States Department of Project. If it is determined that Landlord is not entitled to withhold any consent or approval under this Section 13.C. in its sole discretion and Tenant claims that Landlord has been unreasonable in withholding or delaying consent or unreasonable in its request for information as to a proposal to assign or enter into a sublease, Tenant’s remedy shall be restricted to a declaratory judgment and an injunction for the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974relief sought, as amendedand shall exclude money damages.

Landlord’s Consent. Tenant shall not assign, encumber, mortgage, pledge or license the Premises or this Lease, or sublease all or any part of the Premises, or permit the use of the Premises by any party other than Tenant’s request for , without the prior written consent of Landlord’s , which consent shall not be unreasonably withheld, conditioned or delayed. When Tenant requests Landlord's consent to any Transfer such assignment or sublease, it shall be made notify Landlord in writing, at least thirty (30) days prior to the effective commencement date of the proposed Transfersublease or assignment, describe of the details name and address of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, assignee or subtenant and the financial terms nature and character of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee assignee or subtenant and shall provide financial information including financial statements of the proposed assignee or subtenant. Tenant shall also provide Landlord with a copy of the proposed sublet or assignment agreement. Landlord and Tenant hereby acknowledge and agree that Landlord, in determining whether or not to withhold or give its consent, shall consider the following factors as reasonable criteria for its decision: (i) whether the proposed assignee or subtenant has a financial strength similar to that of Tenant as of the commencement of the Lease Term, (ii) whether the proposed assignee or subtenant has a good business reputation, and (iii) whether the proposed use of the Premises are inconsistent with will negatively impact on the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current value or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use marketability of the Building or overburden the Common Area facilities of the Building. Landlord shall have the option (to be exercised within fourteen (14) days after Landlord's receipt of Tenant's request with all required information included) to cancel this Lease or the portion of this Lease that is open relates to the general public, subleased premises (vas applicable) effective as of the Transferee is either a municipal, national commencement date stated in the proposed sublease or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, assignment. If Landlord shall not exercise its option within the previous 30 monthstime set forth above, (vii) its consent to any proposed assignment or sublease shall be deemed given and Tenant shall then be permitted without any further consent of Landlord to assign or sublet the Transfer Premises in question would result accordance with the assignment or sublet agreement provided to Landlord. Nothing contained in a violation this Section 20.1 shall be deemed to prohibit any transfer of any Legal Requirement, including without limitation any Legal Requirement governing contracts ownership interest in Tenant or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedto require Landlord's consent thereto.

Landlord’s Consent. Tenant’s request for Landlord’s Landlord shall not unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. The parties hereby agree that it shall be made reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply, without limitation as to other reasonable grounds for withholding consent: (i) the Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building; (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 Transfer will result in more than a reasonable and safe number of occupants per floor within the Subject Space; (v) the Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the Lease on the date consent is requested; (vi) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel its lease; (vii) either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (A) occupies space in the Building at least thirty the time of the request for consent, (30B) days is negotiating with Landlord to lease space in the Building at such time, or (C) has negotiated with Landlord during the twelve (12)-month period immediately preceding the Transfer Notice; (viii) in the case of a proposed sublease by Tenant, the rent to be paid Tenant by the proposed Transferee is less than the prevailing fair market rent (as determined by Landlord) for the Subject Space on a non-sublease basis; or (ix) Landlord has not received assurances acceptable to Landlord that all past due amounts owing by Tenant to Landlord, if any, will be paid and all defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. Tenant’s request for Landlord’s consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition condition, or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting proposed Transfer of the Premises, provided Subject Space to the Transferee on the terms specified in the Transfer Notice. The parties hereby agree that Tenant is not then in default it shall be deemed to be reasonable under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable and under any applicable law for Landlord to deny withhold consent for to any proposed Transfer where one or more of the following reasonsapply, among otherswithout limitation as to other reasonable grounds for withholding consent: The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building; The Transferee is either a governmental agency or instrumentality thereof (i) the business which is that of the proposed Transferee and the proposed use a foreign country, (ii) which is of the Premises are a character or reputation, is engaged in a business, or is of, or is associated with, a political orientation or faction, which is inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition quality of the proposed Transferee as it relates to such Transferee’s proposed obligations if such TransferBuilding, together with other transfers then or which would otherwise reasonably offend a landlord of a comparable building located in effect, is for more than forty percent (40%) the vicinity of the Premises; Building, (iii) Tenant’s failure to be in compliance with all which is capable of its obligations under this Leaseexercising the power of eminent domain or condemnation, or (iv) which would significantly increase the human traffic in the Premises or Building; The Transferee’s proposed particular intended use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction inconsistent with the Transferee’s business reputation (meaning objective, reported facts, such as Permitted Use; The Transferee is not a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity party of reasonable financial worth and/or financial stability in light of the Transferee’s business standards)responsibilities involved under the Lease on the date consent is requested; The proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupancy that will result in a use occupant of the Building that is open a right to cancel its lease; The terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); Notwithstanding anything to the general publiccontrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives all other remedies on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed Transferee. Tenant shall indemnify, defend and hold harmless Landlord from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation Tenant’s proposed subtenant or assignee) who claim they were damaged by Landlord’s withholding or conditioning of Landlord’s consent unless such withholding or conditioning is found to have been wrongful. If Landlord consents to any Legal Requirement governing contracts Transfer pursuant to the terms of this Section 14.2, Tenant may within six (6) months after Landlord’s consent, but not later than the expiration of said six-month period, enter into such Transfer of the Premises or agreements with so-called “prohibited persons” under portion thereof, upon substantially the laws, rules same terms and regulations promulgated by the Office of Foreign Asset Control conditions as are set forth in the United States Department Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any changes in the Treasury terms and conditions from those specified in the Transfer Notice (i) such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, or any Legal Requirement (ii) which would cause the proposed Transfer to be more favorable to the Transferee than the terms set forth in Tenant’s original Transfer Notice, Tenant shall again submit the Transfer to Landlord for its approval and other action under the Employee Retirement Income Security Act this Article 14 (including Landlord’s right of 1974recapture, as amendedif any, under Section 14.4 of this Lease).

Landlord’s Consent. Landlord’s and Tenant’s request for agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld or delayed, neither this Lease nor all or any Transfer part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be as signed, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises or any part thereof shall be made sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Landlord’s prior written consent shall, at least thirty (30) days prior Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to the effective date of the proposed Transferterminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any among other information circumstances for which Landlord may reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withhold its consent to any an assignment or subletting of the Premisessublease, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not shal1 be deemed unreasonable reasonable for Landlord to deny withhold its consent for the following reasons, among otherswhere: (i) the business proposed assignee or subtenant is a prospective tenant of the proposed Transferee Office Park with whom Landlord, within the immediately prior four (4) months, has had written correspondence (such as the issuance of a letter of intent or written proposal of lease terms or the receipt by Landlord of a request for proposal) regarding the leasing of space in the Office Park and Landlord has adequate space in the Office Park to meet such prospective tenant’s space requirements, or the proposed use assignee or subtenant is a current tenant of the Premises are inconsistent with the Permitted UsesOffice Park and Landlord has adequate available space to meet that tenant’s expansion requirement; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition Landlord reasonably disapproves of the proposed Transferee as it relates to such Transfereeassignee’s proposed obligations if such Transferor subtenant’s reputation or creditworthiness, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure Landlord reasonably determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iv) the proposed assignee or subtenant is an entity or the affiliate of an entity to be whom Landlord or any affiliate of Landlord has previously leased space (or is an entity or an affiliate of an entity that has been a subtenant in compliance with all a Building owned by Landlord or an affiliate of Landlord) and such entity (or related entity) has been in default (beyond any applicable notice and/or grace period) of any of its obligations under this Lease, the applicable lease or sublease or has been a party to litigation or other 1egal action involving Landlord (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standardsrelated entity), or an occupancy that will result in a use of the Building that is open to the general public, ; (v) the Transferee is either a municipalassignment or subletting may (in Landlord’s good faith judgment) conflict with any exclusive uses granted to other tenants of the Real Property o the Office Park, national or foreign governmental agency with the terms of any easement, covenant, condition or instrumentality thereofrestriction, or other agreement affecting the Real Property or the Office Park; (vi) the Transferee has filed a petition for insolvency assignment or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question subletting would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts the use provisions set forth in Paragraph 8.a. above; or agreements with so-called “prohibited persons” (vii) Landlord reasonably determines that the proposed assignee may be unable to perform all of Tenant’s obligations under this Lease or the proposed subtenant may be unable to perform all of its obligations under the laws, rules proposed sublease. Landlord’s foregoing rights and regulations promulgated by options shall continue throughout the Office entire term of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedthis Lease.

Landlord’s Consent. Landlord’s and Tenant’s request for agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease nor all or any Transfer part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be made sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Landlord’s prior written consent shall, at least thirty (30) days prior Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to the effective date of the proposed Transferterminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any among other information circumstances for which Landlord may reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withhold its consent to any an assignment or subletting of the Premisessublease, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable reasonable for Landlord to deny withhold its consent for the following reasons, among otherswhere: (i) the business assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an increased probability of the proposed Transferee comfort and/or safety of Landlord and other tenants in the proposed use of the Premises are inconsistent with the Permitted Uses; Building being compromised or reduced, (ii) Landlordthe space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s reasonable dissatisfaction permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the net worth and financial condition provision of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfersocial, together with other transfers then in effectwelfare or clinical health services or sleeping accommodations (whether temporary, is for more than forty percent (40%) of the Premisesdaytime or overnight); (iii) the proposed assignee or subtenant (or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant) is a current tenant of the Building or has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Project; (iv) Landlord disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (v) Landlord determines in its reasonable discretion that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings within the last sixty (60) months; (vii) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Project, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Project; (viii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; (ix) Landlord determines in its reasonable discretion that the proposed assignee may be unable to perform all of Tenant’s failure obligations under this Lease or the proposed subtenant may be unable to be in compliance with perform all of its obligations under the proposed sublease or (x) as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a breach or default by Tenant under this Lease shall’ have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the entire term of this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. Except as otherwise provided in Sections 10(e) and 10(f), Tenant shall not directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge, mortgage or otherwise transfer or hypothecate all or any part of the Premises or Tenant’s request for leasehold estate hereunder (collectively, “Assignment”), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises (collectively, “Sublease”) or any portion thereof without Landlord’s prior written consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the proposed Transferin each instance, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord which consent shall not be unreasonably withholdwithheld, condition conditioned or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) delayed by Landlord. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any assignment proposed Sublease or subletting of the PremisesAssignment, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, if Landlord withholds its consent where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: either (i) in the business case of a sublease or assignment of more than thirty-four thousand (34,000) rentable square feet of space, the creditworthiness of the proposed Transferee sublessee or assignee is not reasonably acceptable to Landlord (e.g. there does not exist reasonable evidence that sublessee or assignee can pay the rent and additional rent to be charged to sublessee or assignee), or (ii) the proposed sublessee’s or assignee’s use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be not in compliance with all the allowed Tenant’s Use of the Premises as described in the Basic Lease Information, such withholding of consent shall be presumptively reasonable. If Landlord consents to the Sublease or Assignment, Tenant may thereafter enter into a valid Sublease or Assignment upon the terms and conditions set forth in this Section 10. In no event shall any Assignment or Sublease release Tenant from its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. Tenant’s request for Landlord’s consent The undersigned, being the current landlord under the lease agreement identified as the "Head Lease" in the Mortgage of Lease (the "Mortgage") to any Transfer shall be made at least thirty (30) days prior which this Consent is attached, hereby consents to the effective Mortgage to Alberta Treasury Branches ("ATB") as attached hereto. The undersigned, reserving all rights in respect of future mortgages, assignments or subletting; confirms that the Head Lease and other documents are valid, subsisting and in good standing as at the date hereof and agrees: not to terminate the Head Lease without first advising ATB in writing of the proposed Transfer, describe the details default or breach of the proposed Transfertenant thereunder and giving ATB a reasonable opportunity to remedy any such default; to permit ATB to exercise its remedies and realize on its security as contemplated in the attached Mortgage and permitted by law, including without hindrance by the nameundersigned; that should it become necessary for ATB to enter upon the leasehold premises described in the Head Lease, business and financial condition of pursuant to the prospective Transferee, and the financial terms of the proposed Transfer (e.g.Mortgage, payments in consideration of and to assign or sublet the proposed TransferHead Lease or part thereof, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its undersigned will consent to any assignment or the subletting of the Premisessaid leasehold premises or the assignment or transfer of the Head Lease; and unless and until ATB exercises its rights to take possession of the leasehold premises, nothing herein or in the Mortgage is to be construed as an obligation or covenant on the part of ATB to become liable to the undersigned for the payment of rent under the Head Lease or for the performance of covenants of the tenant contained therein; provided that Tenant is not then nothing herein will limit in default under this Lease (following any manner whatsoever the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for rights which the following reasons, among others: (i) undersigned has or may have against the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the lawsHead Lease. Dated at ______________________________, rules and regulations promulgated by the Office Alberta this ________day of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended____________________________________.

Landlord’s Consent. Xxxxxxxx's and Tenant’s request for 's agreement with regard to Xxxxxx's right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Xxxxxx agrees that, except upon Xxxxxxxx's prior written consent, which consent shall not (subject to Landlord’s consent to 's rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease nor all or any Transfer part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Xxxxxx or Tenant's legal representatives or successors in interest (collectively an "assignment") and neither the Premises nor any part thereof shall be made sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a "sublease"). Any assignment or subletting without Xxxxxxxx's prior written consent shall, at least thirty (30) days prior Landlord's option, be void and shall constitute an Event of Default entitling Landlord to the effective date of the proposed Transferterminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any among other information circumstances for which Landlord may reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withhold its consent to any an assignment or subletting of the Premisessublease, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable reasonable for Landlord to deny withhold its consent for the following reasons, among otherswhere: (i) the business assignment or subletting would materially increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an increased probability of the proposed Transferee comfort and/or safety of Landlord and other tenants in the proposed use of the Premises are inconsistent with the Permitted Uses; Building being compromised or reduced, (ii) Landlord’s reasonable dissatisfaction the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency (other than executive offices of the same not having substantial dealings with the net worth and financial condition public or personnel to be placed), an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transferprovision of social, together with other transfers then in effectwelfare or clinical health services or sleeping accommodations (whether temporary, is for more than forty percent (40%) of the Premisesdaytime or overnight); (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises assignee or subtenant is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing prospective tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building (and Landlord is in written correspondence to them regarding space available and Landlord has or will have available space in City Center that is open comparable to the general publicPremises or the portion thereof subject to such subletting, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.as

Landlord’s Consent. Tenant’s request for (a) Except as provided herein, Tenant shall not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (or permit a third party to occupy or use) the Premises, or any part thereof, nor shall any assignment or transfer of this Lease or the right of occupancy hereunder be effected by operation of law or otherwise, without the prior written consent of Landlord’s , such consent not to be unreasonably withheld, delayed, or conditioned. A transfer at any Transfer one time or from time to time of a majority interest in Tenant (whether stock, partnership interest or other form of ownership or control) shall be made deemed to be an assignment of this Lease, unless at least the time of such assignment and/or transfer Tenant is an entity whose outstanding stock is listed on a recognized security exchange. If Tenant is listed on a recognized security exchange a sale shall not require the consent of the Landlord. Within thirty (30) days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following Landlord's receipt of Tenant’s 's request for Landlord's consent to a proposed assignment, sublease, or other encumbrance, together with all information required herein) its consent to any assignment or subletting be delivered by Tenant pursuant to the provisions of the Premisesthis Section 9.1, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among othersshall: (i) consent to such proposed transaction; (ii) refuse such consent; or (iii) elect to terminate this Lease in the event of an assignment, or in the case of a sublease, terminate this Lease as to the portion of the Premises proposed to be sublet in accordance with the provisions of Section 9.2. Any assignment, sublease or other encumbrance without Landlord's written consent as required under this Article 9 shall be voidable by Landlord and, at Landlord's election, constitute an Event of Default hereunder. Landlord and Tenant acknowledge that Landlord may withhold consent (a) if an Event of Default exists beyond the applicable notice and cure period; or (b) if the proposed assignee or sublessee is: a governmental entity; a person or entity with whom Landlord has negotiated for space in the Project during the prior six (6) months and with whom Landlord has not ended such negotiations; a present tenant in the Project; a person or entity whose tenancy in the Project would violate any exclusivity arrangement which Landlord has with any other tenant (of which Landlord has previously informed Tenant); an entity that does not have the same or better (x) credit rating than Tenant and (y) net worth of Tenant as of the date of such assignment; or a person or entity of a character or reputation or engaged in a business which is not consistent with the quality of the Project. If Tenant requests Landlord's consent to a specific assignment or subletting, Tenant will submit in writing to Landlord: (1) the name and address of the proposed assignee or subtenant; (2) a counterpart of the proposed agreement of assignment or sublease; (3) reasonably satisfactory information as to the nature and character of the business of the proposed Transferee assignee or subtenant, and as to the nature of its proposed use of the Premises are inconsistent with the Permitted Usesspace; (ii4) Landlord’s reasonable dissatisfaction with banking, financial or other credit information reasonably sufficient to enable Landlord to determine the net worth financial responsibility and financial condition character of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premisesassignee or subtenant; (iii5) Tenant’s failure to be executed estoppel certificates from Tenant containing such information as provided in compliance with all of its obligations under this Lease, Article XXIII; and (iv6) the Transferee’s proposed particular use of the Premises is any other information reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to requested by Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. Xxxxxxxx’s and Tenant’s request agreement with regard to Xxxxxx’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except as otherwise expressly set forth in this Paragraph 13, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”), in each case without Landlord’s prior written consent, which consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not be unreasonably withholdwithheld, condition conditioned or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to delayed. Except as otherwise expressly set forth in this Paragraph 13, any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to exercise all remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness (taking into consideration Xxxxxx’s ongoing liability hereunder); (ii) Landlord reasonably determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, provided or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; or (iv) as of the date Tenant is not then in requests Xxxxxxxx’s consent or as of the date Landlord responds thereto, a breach or default by Tenant under this Lease (shall have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the entire term of this Lease. For purposes of this Paragraph 13, the following the giving of notice of such default, where applicable) but it events shall not be deemed unreasonable for Landlord to deny consent for the following reasonsan assignment or sublease, among othersas appropriate: (i) the business issuance of the proposed Transferee and the proposed use equity interests (whether stock, partnership interests or otherwise) in Tenant or assignee, or any entity controlling any of the Premises are inconsistent with the Permitted Usesthem, to any person or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant or assignee; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition a transfer of the proposed Transferee as it relates to such Transferee’s proposed obligations if such TransferControl of Tenant or assignee, together with other transfers then or any entity controlling any of them, in effecta single transaction or a series of related or unrelated transactions (including, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Leasewithout limitation, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory buildingby consolidation, taking into account the existing tenant and use mix at the Projectmerger, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current acquisition or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standardsreorganization), or an occupancy except that will result in a use the transfer of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so1005628.07/SF 375170-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.00002/11-24-16/mrm/mrm -30-

Landlord’s Consent. Tenant shall not enter into a Sublet without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any attempted or purported Sublet without Landlord’s prior written consent shall be void and confer no rights upon any third person and, at Landlord’s election, shall terminate this Lease. Each Subtenant shall agree in writing, for the benefit of Landlord, to assume, to be bound by, and to perform and observe the terms, covenants and conditions of this Lease to be performed and observed by Tenant’s request . Every Sublet shall recite that it is and shall be subject and subordinate to the provisions of this Lease, and that the termination of this Lease shall constitute a termination (at the option of the Landlord) of every such Sublet. Notwithstanding anything contained herein, (i) Tenant shall not be released from personal liability for the performance of any of the terms, covenants and conditions of this Lease by reason of Landlord’s consent to any Transfer a Sublet unless Landlord specifically grants such release in writing (it being agreed that Landlord has no obligation to do so), and (ii) the parties agree that it shall be made at least thirty (30) days prior reasonable for Landlord to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withhold its consent to any assignment or subletting proposed Sublet when the proposed Subtenant is an occupant of the PremisesProperty or is a third party which is already involved in negotiations with Landlord to lease space in the Project, provided and in either case Landlord has space available that Tenant is not then reasonably suited for such party’s needs. Without limiting the generality of Landlord’s discretion in default under this Lease (following the giving of notice of such defaultdetermining whether it is reasonable to withhold consent for any requested Sublet, where applicable) but it shall not be deemed unreasonable reasonable for Landlord to deny withhold such consent for the following reasons, among others: (i) the business of if the proposed Transferee and the proposed Subtenant would use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with for any use other transfers then in effect, is than for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use general office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedpurposes.

Landlord’s Consent. Subject to Landlord's rights to terminate pursuant to Section 12.04, Landlord will not withhold its consent unreasonably to Tenant’s request for Landlord’s consent to any Transfer shall be made at least thirty (30) days prior to 's assignment of this Lease or Tenant's subletting the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentationspace covered by its notice. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) be deemed to have withheld its consent unreasonably to any assignment a sublease of part or subletting all of the Premises, provided that Premises or an assignment of this Lease if its consent is withheld because: (a) Tenant is not then in default under hereunder; (b) any notice of termination of this Lease or termination of Tenant's possession is given under Article 16; (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (ic) the business portion of the Premises which Tenant proposes to sublease, including the means of ingress thereto and egress therefrom and the proposed Transferee use thereof, and the remaining portion of the Premises will violate any city, stale or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed use of the Premises are inconsistent by the subtenant or assignee does not conform with the Permitted Usesuse permitted by Article 4; (iie) in the reasonable judgment of Landlord’s reasonable dissatisfaction with , the net worth and financial condition proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the proposed Transferee as it relates Building, or the subtenant or assignee is not sufficiently financially responsible to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of perform its obligations under this Lease, the proposed sublease or assignment; or (ivf) the Transferee’s proposed particular use of the Premises subtenant or assignee is reasonably incompatible with a first class mixed use office and laboratory buildinggovernment or a government agency; Building; provided, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictmenthowever, that would lead a disinterested third person the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open dissimilar from to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedforegoing examples.

Landlord’s Consent. Xxxxxxxx’s and Tenant’s request for agreement with regard to Xxxxxx’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Xxxxxx agrees that, except upon Xxxxxxxx’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.e. below) be unreasonably withheld, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Xxxxxx or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Xxxxxxxx’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to any Transfer an assignment or sublease, it shall be made at least thirty reasonable for Landlord to withhold its consent where: (30i) days prior to the effective date any one or more of the proposed Transferassignee’s or subtenant’s net worth, describe character, reputation, credit history, business or proposed use is unacceptable to Landlord in Landlord’s sole discretion; (ii) the details proposed assignee or subtenant is either a governmental agency or an instrumentality of one; (iii) the proposed assignee’s or subtenant’s intended use of the Premises is inconsistent with the agreed use or will materially and adversely affect Landlord’s interest; (iv) the proposed Transfer, including the name, business and assignee’s or subtenant’s financial condition is or may be inadequate to support the obligations of such transferee under the Lease; (v) the transfer would cause Landlord to violate another lease or agreement to which Landlord is a party; (vi) the proposed assignee or subtenant is negotiating with Landlord to lease space in another property owned by Landlord, or has negotiated with Landlord during the six (6) months immediately preceding the transfer notice; (vii) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings; or (viii) as of the prospective Transferee, and the financial terms date Tenant requests Xxxxxxxx’s consent or as of the proposed Transfer (e.g.date Landlord responds thereto, payments in consideration of the proposed Transfer, term, rent and security deposit); a breach or default by Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (shall have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the entire Term of this Lease. For purposes of this Paragraph 13, the following the giving of notice of such default, where applicable) but it events shall not be deemed unreasonable for Landlord to deny consent for the following reasonsan assignment or sublease, among othersas appropriate: (i) the business issuance of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; equity interests (iiwhether stock, partnership interests or otherwise) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current Tenant or recent criminal conviction any subtenant or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards)assignee, or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.entity controlling

Landlord’s Consent. Tenant’s request for Landlord’s consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withhold its consent to any assignment or subletting proposed Transfer of the PremisesSubject Space to the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, provided the parties hereby agree that Tenant is not then in default it shall be reasonable under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable and under any applicable law for Landlord to deny withhold consent for to any proposed Transfer where one or more of the following reasons, among othersapply: (i) transferee is of a character or reputation or engaged in a business which is not consistent with the business quality of the proposed Transferee and Building or the proposed use of the Premises are inconsistent with the Permitted UsesProject; (ii) Landlord’s transferee is not a party of reasonable dissatisfaction financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the net worth and financial condition of transfer on the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, date consent is for more than forty percent (40%) of the Premisesrequested; (iii) Tenant’s failure transferee intends to be in compliance with all use the applicable portion(s) of its obligations the Premises for purposes which are not permitted under this Lease, ; (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, ; or (viv) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question proposed transfer would result in cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease. Notwithstanding anything to the contrary in this Lease, if Tenant or any Legal Requirementproposed transferee claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed Transferee. Tenant shall indemnify, defend and hold harmless Landlord from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (including without limitation any Legal Requirement governing contracts Tenant’s proposed subtenant or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated assignee) who claim they were damaged by the Office Landlord’s wrongful withholding or conditioning of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedLandlord’s consent.

Landlord’s Consent. Tenant’s request Before proceeding with any Alterations, Tenant shall submit to Landlord three copies of detailed drawings and specifications therefor for Landlord’s 's written consent, which consent shall not be unreasonably withheld or delayed. Tenant shall upon demand reimburse Landlord for all reasonable expenses incurred by Landlord in connection with (a) its decision and the decision, if required, of any Superior Lessor and any Superior Mortgagee as to whether to approve the proposed Alterations and (b) inspecting the Alterations to determine whether the same are being or have been performed in accordance with the approved drawings and specifications therefor and with all Legal Requirements and Insurance Requirements, including the reasonable fees and expenses of any Transfer attorney, architect and/or engineer employed for such purpose. Any Alterations for which consent has been received shall be performed in accordance with the approved drawings and specifications therefor, and no changes thereto shall be made at least thirty (30) days without the prior to the effective date consent of the proposed TransferLandlord, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord which consent shall not be unreasonably withholdwithheld or delayed. No approval of plans or specifications by Landlord, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent by Landlord allowing Tenant to any assignment or subletting of make Alterations in the Premises, provided that Tenant is not then or any inspection of Alterations made by or for Landlord shall in default under this Lease (following the giving of notice of such default, where applicable) but it shall not any way be deemed unreasonable for to be an agreement by Landlord to deny consent that the contemplated Alterations comply with any Legal Requirements or Insurance Requirements or the certificate of occupancy for the following reasonsBuilding, among others: (i) the business nor shall it be deemed to be a waiver by Landlord of Tenant's obligation to comply with any provision of this Lease. Notice is hereby given that neither Landlord, Landlord's agents, any Superior Lessor nor any Superior Mortgagee shall be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic's or other lien for such labor or materials shall attach to or affect any estate or interest of the proposed Transferee Landlord, any Superior Lessor or the Superior Mortgagee in and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedReal Property.

Landlord’s Consent. If Landlord, upon receiving Tenant’s request for Landlord’s notice with respect to any such space, does not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold its consent to any Transfer shall be made at least thirty (30) days prior to Tenant’s assignment of this Lease or subletting the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentationspace covered by its notice. Landlord shall not be deemed to have unreasonably withhold, condition withheld its consent to a sublease of part or delay all of the Premises or an assignment of this Lease if its consent is withheld because: (more than ten a) Tenant is then in default hereunder; (10b) business days following receipt any notice of termination of this Lease or termination of Tenant’s request for consent with all information required hereinpossession was given under Article 17; (c) its consent the portion of the Premises which Tenant proposes to any assignment sublease, including the means of ingress thereto and egress therefrom and the proposed use thereof, or subletting the remaining portion of the Premises, provided that Tenant is not then in default under this Lease or both, will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (following the giving of notice of such default, where applicabled) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent by the subtenant or assignee does not conform with the Permitted Usesuse permitted by Article 5; (iie) in the reasonable judgment of Landlord’s reasonable dissatisfaction with , the net worth and financial condition proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the proposed Transferee as it relates Building, or the subtenant or assignee is not sufficiently financially responsible to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of perform its obligations under the proposed sublease or assignment; (f) the proposed subtenant or assignee is a government or a government agency; (g) the proposed subtenant or assignee is an occupant of the Office Complex or an entity to whom Landlord or Landlord's agent have been marketing space in the Office Complex; (h) Tenant has failed to notify Landlord prior to seeking the services of a real estate broker or other real estate consultant, as set forth above; or (i) in the course of seeking an assignee, subtenant or other occupant of its space, Tenant has publicly advertised (or permitted the public advertisement of) a rental rate that is lower than the rental rate then payable by Tenant pursuant to this Lease; provided, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictmenthowever, that would lead a disinterested third person the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar to have reasonableor dissimilar from the foregoing examples. In the event of any assignment hereunder, serious concerns about the moral or ethical integrity of the Transferee’s business standardsany options contained in this Lease with respect to additional term(s), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy actadditional space, or if any similar petition has been filed against such Transfereeotherwise, within the previous 30 monthsshall automatically lapse and be of no further force or effect, (vii) the Transfer unless otherwise expressly set forth in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedthis Lease.

Landlord’s Consent. Landlord’s and Tenant’s request for agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13(d) below) be unreasonably withheld, delayed, or conditioned, neither this Lease nor all or any Transfer part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be made sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting which requires but is entered into without Landlord’s prior written consent shall, at least thirty (30) days prior Landlord’s option, be voidable and shall constitute an Event of Default entitling Landlord to the effective date of the proposed Transferterminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any among other information circumstances for which Landlord may reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withhold its consent to any an assignment or subletting of the Premisessublease, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable reasonable for Landlord to deny withhold its consent for the following reasons, among otherswhere: (i) the business assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an increased probability of the proposed Transferee comfort and/or safety of Landlord and other tenants in the proposed use of the Premises are inconsistent with the Permitted UsesBuilding being compromised or reduced, as reasonably determined by Landlord; (ii) Landlordthe space will be used for a school or training facility (excluding internal training), an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s reasonable dissatisfaction permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the net worth and financial condition provision of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfersocial, together with other transfers then in effectwelfare or clinical health services or sleeping accommodations (whether temporary, is for more than forty percent (40%) of the Premisesdaytime or overnight); (iii) the proposed assignee or subtenant (or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant) is a current tenant of the Building (unless Landlord does not have sufficient space within the Project for such tenant) or has negotiated with Landlord within the preceding one hundred twenty (120) days (or is currently negotiating with Landlord) to lease space in the Project; (iv) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (v) Landlord determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings within the two (2) year period prior to the requested assignment or sublease; (vii) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Project, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Project; (viii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; (ix) Landlord determines, in its reasonable opinion, that the proposed assignee will be unable to perform all of Tenant’s failure obligations under this Lease or the proposed subtenant will be unable to be in compliance with perform all of its obligations under the proposed sublease or (x) as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, an Event of Default by Tenant under this Lease shall have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the entire term of this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. Tenant’s request for Landlord’s consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withhold its consent to any assignment or subletting proposed Transfer of the PremisesSubject Space to the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, provided the parties hereby agree that Tenant is not then in default it shall be reasonable under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable and under any applicable law for Landlord to deny withhold consent for to any proposed Transfer where one or more of the following reasons, among othersapply: (i) transferee is of a character or reputation or engaged in a business which is not consistent with the business quality of the proposed Transferee and Building or the proposed use of the Premises are inconsistent with the Permitted UsesProject; (ii) Landlord’s transferee is not a party of reasonable dissatisfaction financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the net worth and financial condition of transfer on the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, date consent is for more than forty percent (40%) of the Premisesrequested; (iii) Tenant’s failure transferee intends to be in compliance with all use the applicable portion(s) of its obligations the Premises for purposes which are not permitted under this Lease, ; (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, ; or (viv) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question proposed transfer would result in cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease. Notwithstanding anything to the contrary in this Lease, if Tenant or any Legal Requirementproposed transferee claims that Landlord has unreasonably withheld or delayed its consent under this Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed Transferee. Tenant shall indemnify, defend and hold harmless Landlord from any and all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (including without limitation any Legal Requirement governing contracts Tenant’s proposed subtenant or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated assignee) who claim they were damaged by the Office Landlord’s wrongful withholding or conditioning of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedLandlord’s consent.

Landlord’s Consent. Tenant’s request for Landlord’s Landlord shall not unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. The parties hereby agree that it shall be made reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply, without limitation as to other reasonable grounds for withholding consent: (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 would be a significantly less prestigious occupant of the Building than Tenant; (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 Transfer will result in more than a reasonable and safe number of occupants per floor within the Subject Space; (v) the Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the Lease on the date consent is requested; (vi) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel its lease; (vii) the terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (viii) either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (A) occupies space in the Building at least thirty the time of the request for consent, (30B) days is negotiating with Landlord to lease space in the Building at such time, or (C) has negotiated with Landlord during the twelve (12)-month period immediately preceding the Transfer Notice; (ix) in the case of a proposed sublease by Tenant, the rent to be paid Tenant by the proposed Transferee is less than the prevailing fair market rent (as determined by Landlord) for the Subject Space on a non-sublease basis; or (x) Landlord has not received assurances acceptable to Landlord that all past due amounts owing by Tenant to Landlord, if any, will be paid and all defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.Amberglen

Landlord’s Consent. Tenant’s request for If Landlord’s , upon receiving Tenants notice with respect to any such space, does not have a right to terminate this Lease or a portion of this Lease or does not exercise its right to terminate as aforesaid, Landlord will, provided Tenant is not in material default hereunder, not unreasonably or unduly withhold its consent to any Transfer shall be made at least thirty (30) days prior to Tenants assignment of this Lease or subletting the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentationspace covered by its notice. Landlord shall not be deemed to have unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withheld its consent to a sublease of part or all of the Premises or an assignment of this Lease if its consent is withheld because: (a) Tenant is then in material default hereunder; (b) any assignment notice of termination of this Lease or subletting termination of Tenants possession was given under Article 17; (c) the portion of the Premises which Tenant proposes to sublease, including the means of ingress thereto and egress therefrom and the proposed use thereof, or the remaining portion of the Premises, provided that Tenant is not then in default under this Lease or both, will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (following the giving of notice of such default, where applicabled) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent by the subtenant or assignee does not conform with the Permitted Usestheme permitted by Article 5; (iie) in the reasonable judgment of Landlord’s reasonable dissatisfaction with the net worth and financial condition of , the proposed Transferee as it relates to subtenant (in any instance where such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, subtenant is for subleasing 50% or more than forty percent (40%) of the Premises) or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the Building, or such subtenant or assignee's creditworthiness is not equal to or greater than Tenant's; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (ivf) the Transferee’s proposed particular use subtenant or assignee is a government or a government agency; (g) any other lease in the Building restricts rental of space in the Building to the proposed subtenant or assignee; or (h) the proposed subtenant or assignee is an occupant of the Premises is reasonably incompatible with a first class mixed use office and laboratory buildingBuilding; provided, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictmenthowever, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity foregoing are merely examples of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition reasons for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation which Landlord may withhold its consent and shall not be deemed exclusive of any Legal Requirementpermitted reasons for reasonably withholding consent, including without limitation any Legal Requirement governing contracts whether similar to or agreements with so-called “prohibited persons” under dissimilar from the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedforegoing examples.

Landlord’s Consent. TenantTenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed (subject to Landlord’s request for rights contained in Section 15.C below): (i) assign, sublease, convey, mortgage, pledge or hypothecate 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 by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (a “Transfer”) 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 than 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 that the assignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder. For the purposes of this paragraph, the transfer (whether direct or indirect) of all or a majority of the capital stock in a corporate Tenant (other than the shares of the capital stock of a corporate Tenant whose stock is publicly traded), the sale of all or substantially all of the assets of Tenant, or the merger, consolidation or reorganization of such Tenant and the transfer of all or any general partnership interest in any partnership comprising Tenant shall not be made at least considered a Transfer, provided: (i) Tenant is not in default of this lease beyond any applicable cure period; and (ii) Tenant delivers written notice to Landlord of said transfer within thirty (30) days prior to of the effective date thereof, and if applicable, a copy of the proposed Transfer, describe transfer document evidencing the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt assumption by such transferee of Tenant’s request for consent with all information required herein) its consent obligations hereunder. Notwithstanding anything to any assignment the contrary herein contained, Landlord agrees that Tenant may assign this Lease, or subletting of sublet the Premises, to any subsidiary or affiliated corporation (or other affiliated entity) of Tenant without obtaining the prior written consent of Landlord (and without permitting Landlord the right to terminate this Lease), provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises conditions are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.met:

Landlord’s Consent. Landlord's and Tenant’s request for 's agreement with regard to Tenant's right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 16. Except upon Landlord’s 's prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 16 (b), below) be unreasonably withheld, delayed or conditioned, neither this Lease nor all or any Transfer part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively an "assignment") and neither the Premises nor any part thereof shall be made at least thirty sublet or be used or occupied for any purpose by anyone other than Tenant (30) days prior to the effective date collectively, a "sublease"). Tenant agrees that any instrument by which Tenant assigns or sublets all or any portion of the proposed Transfer, describe Premises shall expressly provide that the details subtenant or assignee may not further assign or sublet the assigned or sublet space without Landlord's prior written consent and that the assignee or subtenant will comply with all of the proposed Transfer, including provisions of this Lease and that Landlord may enforce the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentationLease provisions directly against such assignee or subtenant. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any Any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies provided in Paragraph 27 of this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the subtenant or assignee, it being agreed by the parties hereto that any such, rights and options are personal to Tenant named herein and may not be transferred. In no event shall Tenant assign this Lease or sublet the Premises or any portion thereof to any then existing tenant of said Building, without Landlord's consent, which consent may be withheld in Landlord's sole discretion. Tenant shall pay Landlord's reasonable costs incurred in connection with Tenant's request to assign this Lease or sublet the Premises, provided that regardless whether or not the Landlord consents to the proposed transfer. If Tenant is a corporation or a partnership, the transfer (as a consequence of a single transaction or any number of separate transactions) of fifty percent (50%) or more of the beneficial ownership interest of the voting stock of Tenant issued and outstanding as of the date hereof or of the partnership interests in Tenant, as the case may be, shall not then constitute an assignment for which Landlord's consent is required as provided in default this Paragraph 16. provided, however, that if Tenant is a publicly traded corporation, transfers of Tenant's stock through a nationally recognized stock exchange, including an initial public offering of Tenant's stock, shall not constitute an assignment requiring Landlord's consent in addition. Tenant may assign or sublet this Lease, without Landlord's consent, to any corporation or other entity which controls, is controlled by, or is under common control with Tenant, or to any corporation or other entity resulting from a merger, reorganization or consolidation with Tenant, or to any person or entity which acquires a controlling interest in Tenant's stock or substantially all of the assets of Tenant as a going concern (collectively, an "AFFILIATE"), provided that, as to an assignment to an Affiliate, the Affiliate assumes in writing all of Tenant's remaining obligations under this Lease (following and that Tenant gives Landlord such reasonable information as Landlord shall reasonably request regarding the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedAffiliate.

Landlord’s Consent. Landlord’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an increased probability of the comfort and/or safety of Landlord and other tenants in the Building being compromised or reduced, (ii) the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the provision of social, welfare or clinical health services or sleeping accommodations (whether temporary, daytime or overnight); (iii) the proposed assignee or subtenant (or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant) is a current tenant of the Building or has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Real Property; (iv) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (v) Landlord reasonably determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings; (vii) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Real Property, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property; (viii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; (ix) Landlord reasonably determines that the proposed assignee may be unable to perform all of Tenant’s obligations under this Lease or the proposed subtenant may be unable to perform all of its obligations under the proposed sublease or (x) as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a monetary or a material non-monetary breach or default by Tenant under this Lease shall have occurred and be continuing (although, upon Tenant’s cure of such breach or default, Tenant may resubmit the request for Landlord’s consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the subject proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) subletting). Landlord’s reasonable dissatisfaction with foregoing rights and options shall continue throughout the net worth and financial condition entire term of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. 14.1.1 Tenant shall not, either involuntarily or voluntarily or by operation of law or otherwise, assign, mortgage, pledge, hypothecate, encumber or permit any lien to attach to, or transfer this Lease or any interest herein, or sublet the Premises or any part thereof, or permit the Premises to be occupied by anyone other than Tenant or Tenant’s request employees (each a “Transfer” and any person or entity to whom a Transfer is made or sought to be made is referred to herein as a “Transferee”), except with the prior written consent of Landlord, which consent shall not be unreasonably withheld; provided, however, that the parties hereto agree that it shall be reasonable for Landlord’s Landlord to withhold its consent to any proposed Transfer shall be made at least thirty for, without limitation, the following reasons: (30a) days prior an Event of Default by Tenant remains outstanding; (b) the Transferee is not willing to assume in writing all of Tenant’s obligations hereunder as are applicable to the effective date space (the “Subject Space”) that is the subject of the proposed Transfer, describe ; (c) the details of the proposed Transfer, including the name, business and Transferee has a financial condition of which is reasonably unsatisfactory to Landlord or Landlord’s mortgagee; (d) the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall Premises will be used for purposes not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default permitted under this Lease or for a purpose that is prohibited by any Applicable Laws; (following the giving of notice of such default, where applicablee) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed any anticipated use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of by any proposed Transferee involves Hazardous Materials Activities, the proposed Transferee as it relates has been required by a prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property where the contamination resulted from such Transfereeparty’s acts or omissions, or the proposed obligations if such Transfer, together Transferee is or has been subject to an enforcement order issued by any governmental agency in connection with any Hazardous Materials Activities; (f) Tenant proposes to assign less than all of its interest in this Lease or to sublet the Premises in units that are unusually small or in configurations that would decrease the utility of other transfers then space in effect, is for more than forty percent (40%) of the Premises; or (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (ivg) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current assignee or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open subtenant requires extensive alterations to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedPremises.

Landlord’s Consent. Tenant’s request for Landlord’s Landlord will not unreasonably withhold or delay its consent to any Transfer proposed assignment or subletting. It shall be made at least thirty (30) days prior reasonable for Landlord to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withhold its consent to any assignment or subletting sublease if any of the Premises, provided that following conditions exist (“Disqualifying Conditions”): (i) Tenant is not then in default under this Lease beyond any applicable notice and cure period, (following ii) the giving of notice proposed assignee or sublessee is a tenant in the Project or an affiliate of such defaulta tenant, where applicable) but it shall not be deemed unreasonable for or has received a proposal from Landlord or its agent during the prior six months, or a party with which Landlord has sent an outstanding lease proposal to deny consent for the following reasons, among others: (iiii) the business financial responsibility, nature of business, and character of the proposed Transferee and the proposed use of the Premises assignee or subtenant are inconsistent with the Permitted Uses; (ii) not all reasonably satisfactory to Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) in the Transfereereasonable judgment of Landlord the purpose for which the assignee or subtenant intends to use the Leased Premises (or a portion thereof) is not in keeping with Landlord’s proposed particular use standards for the Building, are inconsistent with Class A office buildings, or are in violation of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at terms of this Lease or any other leases in the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee proposed assignee or subtenant is either a municipalgovernment entity, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition proposed assignment is for insolvency less than the entire Leased Premises or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within less than the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department remaining Term of the Treasury or Lease. The foregoing shall not exclude any Legal Requirement under other reasonable basis for Landlord to withhold its consent. Landlord’s determination as to whether a release of Tenant shall be provided on an assignment, if the Employee Retirement Income Security Act assignee’s creditworthiness is inferior to that of 1974Tenant, as amended.shall be in Landlord’s sole discretion, and Landlord may take into account the creditworthiness and net worth of the proposed assignee and any proffered guarantor. Notwithstanding any subleases by Tenant, Tenant will at all times remain primarily liable and responsible for all Rent, parking charges and costs associated with the subleased premises. {W1007584.6} 23 3641172.v9

Landlord’s Consent. Tenant’s request for Landlord’s consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information If Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent consents to any assignment or subletting subletting, then such consent shall not constitute a waiver of any of the Premisesrestrictions of this Article XIV and the same shall apply to each successive assignment or subletting hereunder, provided that if any. In no event shall an assignment or subletting affect the continuing primary liability of Tenant is not then in default (which, following an 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. If Landlord shall consent to an assignment or subletting under this Lease (following the giving of notice of Article XIV, then such default, where applicable) but it assignment or subletting shall not be deemed unreasonable for effective until the assignee or sublessee shall assume in a writing delivered to Landlord to deny consent for the following reasons, among others: (i) the business all of the proposed Transferee obligations of this Lease on the part of Tenant to be performed or observed and whereby the assignee or sublessee shall agree that the provisions contained in this Lease shall, notwithstanding such assignment or subletting, continue to be binding upon it with respect to all future assignments and sublettings, and Tenant and the proposed use applicable assignee or sublessee have entered into Landlord's standard consent to sublease agreement or consent to assignment agreement, as the case may be. Such assignment or sublease agreement and consent agreement shall be duly executed and a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Monthly Rent and Additional Rent due hereunder directly from the assignee or sublessee. Collection of Monthly Rent and Additional Rent directly from an assignee or sublessee shall not constitute a consent or a waiver of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition necessity of the proposed Transferee as it relates consent to such Transferee’s proposed obligations if assignment or subletting, nor shall such Transfer, together with other transfers then in effect, is for more than forty percent (40%) collection constitute a recognition of such assignee or sublessee as the Premises; (iii) Tenant’s failure to be in compliance with Tenant hereunder or a release of Tenant from the performance of all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedhereunder.

Landlord’s Consent. Landlord's and Tenant’s request for 's agreement with regard to Tenant's right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s 's prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease nor all or any Transfer part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively an "assignment") and neither the Premises nor any part thereof shall be made at least thirty sublet or be used or occupied for any purpose by anyone other than Tenant (30) days prior to the effective date of the proposed Transfercollectively, describe the details of the proposed Transfera "sublease"). Except where Landlord's consent is expressly not required hereunder, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of the Premises, provided that Tenant is not then in default Default entitling Landlord to exercise all remedies available to Landlord under this Lease (following the giving of notice of such defaultand at law. The parties hereto agree and acknowledge that, where applicable) but among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall not be deemed unreasonable reasonable for Landlord to deny withhold its consent for the following reasons, among otherswhere: (i) the business assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an increased probability of the proposed Transferee comfort and/or safety of Landlord and other tenants in the proposed use of the Premises are inconsistent with the Permitted Uses; Building being compromised or reduced, (ii) Landlord’s reasonable dissatisfaction the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency (other than executive offices of the same not having substantial dealings with the net worth and financial condition public), an office or facility of any governmental or quasi-governmental agency or authority having any on-premises dealings with the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfergeneral public, together a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with other transfers then in effecta foreign government (including without limitation an embassy or consulate or similar office), is or a facility for more than forty percent the provision of social, welfare or clinical health services or sleeping accommodations (40%) of the Premiseswhether temporary, daytime or overnight); (iii) the proposed assignee or subtenant is a current tenant of the Building, or is a prospective tenant of the Building with whom Landlord has entered into a letter of intent (or similar document) or exchanged an offer and counteroffer, and Landlord has or will have available space in the Building that is comparable to the Premises or the portion thereof subject to such subletting, as applicable, or that otherwise meets such tenant's or prospective tenant's needs; (iv) Landlord reasonably disapproves of the proposed assignee or subtenant's reputation or creditworthiness; (v) Landlord reasonably determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Real Property, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property; (vii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; or (viii) Landlord reasonably determines that there is a material risk that the proposed assignee may be unable to perform all of Tenant’s failure 's obligations under this Lease or the proposed subtenant may be unable to be in compliance with perform all of its obligations under the proposed sublease. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within thirty (30) days after receipt of Tenant’s request notice or if a proposed assignment or sublease is not subject to the provisions of Paragraph 24.2(b), Landlord shall not unreasonably withhold its consent to the proposed assignment or subletting, on the terms and conditions specified in said notice. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed assignment or sublease, if Landlord withholds its consent where a Default by Tenant has occurred and is uncured, such withholding of consent shall be presumptively reasonable. Landlord and Tenant agree that fifty percent (50%) of any and all rent paid by an assignee or subtenant in excess of the Rentals required to be paid by Tenant under this Lease (prorated in the event of a sublease by Tenant to a third party or parties) less (i) brokerage fees paid by Tenant in connection with the applicable assignment or sublease, (ii) tenant improvement costs paid or incurred by Tenant in renovating or improving the Premises, or applicable portion thereof, in connection with the applicable assignment or sublease, and (iii) reasonable attorney’s fees paid or incurred by Tenant in connection with the applicable assignment or sublease, shall be paid directly to Landlord, as Additional Rent, at the time and place specified in this Lease. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant’s interest in this Lease or in the Premises, including, but not limited to key money, bonus money, and payments (in excess of the fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord’s consent shall be voidable at Landlord’s option, and shall constitute a Default by Tenant. Landlord’s consent to any Transfer one assignment or sublease shall be made at least thirty (30) days prior to the effective date not constitute a waiver of the proposed Transfer, describe the details provisions of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide this Paragraph 24 as to any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition subsequent assignment or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its sublease nor a consent to any subsequent assignment or subletting of the Premisessublease; further, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it Landlord’s consent to an assignment or sublease shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) release Tenant from Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant Tenant shall remain jointly and use mix at the Project, due to Landlord’s reasonable dissatisfaction severally liable with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedsubtenant.

Landlord’s Consent. Tenant’s request for Landlord’s Tenant shall neither sublet any part of the Premises nor assign this Lease or any interest herein without the written consent of Landlord first being obtained, which consent, as to any Transfer shall be made at least thirty (30) days prior to the effective date subletting of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more less than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting * of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall will not be deemed unreasonable for Landlord to deny consent for the following reasons, among othersunreasonably withheld provided that: (i) Tenant has complied with the applicable provisions of Section 13.3 below and Landlord has declined to exercise its rights thereunder; (ii) the proposed subtenant or assignee is engaged in a business and the Premises will be used in a manner which is in keeping with the then standards of the proposed Transferee Building 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 monetary default or material non-monetary 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 the Building); 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 *% of the rental rate then being offered by Landlord for similar space in the Building. Notwithstanding anything contained herein to the contrary, Tenant acknowledges that if the use of the Premises are inconsistent by any proposed subtenant or assignee would require compliance by Landlord and the Building with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of any current or future laws to a greater extent than that required prior to the proposed Transferee occupancy by such subtenant or assignee, Landlord, at its sole option, may refuse to grant such consent, unless, as it relates an express condition thereof, Tenant and/or such assignee or subtenant bears the entire cost of such greater compliance. Subject to such Transferee’s proposed obligations if such TransferSection 13.7 below, together with other transfers then in effect, is for more than forty percent (40%) a sale by Tenant of the Premises; (iii) Tenant’s failure to be in compliance with all or substantially all of its obligations under this Leaseassets or all or substantially all of its stock, (iv) if Tenant is a publicly traded corporation; a merger of Tenant with another corporation; the Transferee’s proposed particular use transfer of * or more of the Premises stock in a corporate tenant whose stock is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current not publicly traded; or recent criminal conviction transfer of * or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity more of the Transferee’s business standards), or an occupancy that will result beneficial ownership interests in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedtenant shall constitute an assignment hereunder requiring Landlord's prior written consent.

Landlord’s Consent. Landlord’s and Tenant’s request for agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld, conditioned or delayed, neither this Lease nor all or any Transfer part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be made sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Landlord’s prior written consent shall, at least thirty (30) days prior Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to the effective date of the proposed Transferterminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any among other information circumstances for which Landlord may reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withhold its consent to any an assignment or subletting of the Premisessublease, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable reasonable for Landlord to deny withhold its consent for the following reasons, among otherswhere: (i) the business proposed assignee or subtenant (or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant) is a current tenant of the proposed Transferee and Building or has negotiated with Landlord within the proposed use of preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Premises are inconsistent with the Permitted UsesReal Property; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition Landlord disapproves of the proposed Transferee as it relates to such Transfereeassignee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premisesor subtenant’s reputation or creditworthiness; (iii) Landlord determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iv) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings; (v) the assignment or subletting would involve a change in use from that expressly permitted under Paragraph 8.a. above or any other provisions of this Lease; (vi) Landlord determines that the proposed assignee may be unable to perform all of Tenant’s failure obligations under this Lease or the proposed subtenant may be unable to be in compliance with perform all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current sublease or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) as of the Transfer date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a breach or default by Tenant under this Lease shall have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the entire term of this Lease. For purposes of this Paragraph 13, the following events shall be deemed an assignment or sublease, as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or otherwise) in question would result Tenant or any subtenant or assignee, or any entity controlling any of them, to any person or group of related persons, in a violation single transaction or a series of any Legal Requirementrelated or unrelated transactions, including without limitation any Legal Requirement governing contracts such that, following such issuance, such person or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office group shall have Control (as defined below) of Foreign Asset Control in the United States Department of the Treasury Tenant or any Legal Requirement under subtenant or assignee; (ii) a transfer of Control of Tenant or any subtenant or assignee, or any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, acquisition or reorganization), except that the Employee Retirement Income Security Act of 1974, as amended.transfer of

Landlord’s Consent. Landlord's and Tenant’s request for Landlord’s consent 's agreement with regard to Tenant's right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except as otherwise expressly set forth in this Paragraph 13, neither this Lease nor all or any Transfer part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be made at least thirty sublet or be used or occupied for any purpose by anyone other than Tenant (30) days collectively, a “sublease”), in each case without Landlord's prior to the effective date of the proposed Transferwritten consent, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord which consent shall not be unreasonably withholdwithheld, condition conditioned or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to delayed. Except as otherwise expressly set forth in this Paragraph 13, any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling Landlord to exercise all remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) Landlord reasonably disapproves of the proposed assignee's or subtenant's reputation or creditworthiness (taking into consideration Tenant's ongoing liability hereunder); (ii) Landlord reasonably determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, provided or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; or (iv) as of the date Tenant is not then in requests Landlord's consent or as of the date Landlord responds thereto, a breach or default by Tenant under this Lease (shall have occurred and be continuing. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. For purposes of this Paragraph 13, the following the giving of notice of such default, where applicable) but it events shall not be deemed unreasonable for Landlord to deny consent for the following reasonsan assignment or sublease, among othersas appropriate: (i) the business issuance of the proposed Transferee and the proposed use equity interests (whether stock, partnership interests or otherwise) in Tenant or assignee, or any entity controlling any of the Premises are inconsistent with the Permitted Usesthem, to any person or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant or assignee; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition a transfer of the proposed Transferee as it relates to such Transferee’s proposed obligations if such TransferControl of Tenant or assignee, together with other transfers then or any entity controlling any of them, in effecta single transaction or a series of related or unrelated transactions (including, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Leasewithout limitation, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory buildingby consolidation, taking into account the existing tenant and use mix at the Projectmerger, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current acquisition or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standardsreorganization), or an occupancy except that will result in a use the transfer of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so1005628.07/SF 375170-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.00002/11-24-16/mrm/mrm -30-

Landlord’s Consent. Landlord's and Tenant’s request 's agreement with regard to Tenant's right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord's prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively an "assignment") and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a "sublease"). Tenant agrees that any instrument by which Tenant assigns or sublets all or any portion of the Premises shall expressly provide that the subtenant or assignee may not further assign or sublet the assigned or sublet space without Landlord’s 's prior written consent (which consent shall not, subject to Landlord's rights under Paragraph 13.d. below, be unreasonably withheld), and that the assignee or subtenant will comply with all of the provisions of this Lease and that Landlord may enforce the Lease provisions directly against such assignee or subtenant. Any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies provided in Paragraph 25 of this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee's reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the subject premises and the effect of such assignment or subletting on the tenant mix in the Building. In no event shall Landlord be obligated to consent to any Transfer shall an assignment or subletting which increases (a) the operating costs for the Building, (b) the burden on the Building services, or (c) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be made at least thirty (30) days prior used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the effective date of the proposed Transferpublic (unless Tenant's permitted use is retail sales), describe the details of the proposed Transfera personnel or employment agency, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security depositor an embassy or consulate or similar office); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent be obligated to any approve an assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use tenant of the Building that is open to the general public, (v) the Transferee is either or a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department prospective tenant of the Treasury or any Legal Requirement under Building with whom Landlord is then negotiating. Landlord's foregoing rights and options shall continue throughout the Employee Retirement Income Security Act entire term of 1974, as amendedthis Lease.

Landlord’s Consent. Tenant’s request for Tenant shall advise Landlord’s consent to any Transfer , by written notice ("Tenant Notice"), of its intention from, on and after a stated date (which shall not be made at least thirty less than sixty (3060) days prior after the date of Tenant's notice) to assign this Lease or to sublet any part or all of the effective date Premises for any part of the Term. Tenant's notice shall state the name and address of the proposed Transfersubtenant or assignee, describe the details and a true and complete copy of the proposed Transfer, including the name, business sublease or assignment and financial condition of the prospective Transferee, and sufficient information to permit Landlord to determine the financial terms responsibility and character of the proposed Transfer (e.g., payments in consideration subtenant or assignee shall be delivered to Landlord with said notice. Landlord will not withhold its consent unreasonably to Tenant's assignment of this Lease or Tenant's subletting the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentationspace covered by its notice. Landlord shall not be deemed to have withheld its consent unreasonably withhold, condition to a sublease of part or delay all of the Premises or an assignment of this Lease if its consent is withheld because: (more than ten a) Tenant is then in Default hereunder; (10b) business days following receipt any notice of termination of this Lease or termination of Tenant’s request for consent with all information required herein's possession is given under Article 17; (c) its consent to any assignment or subletting the portion of the PremisesPremises which Tenant proposes to sublease, provided that Tenant is not then in default under this Lease (following including the giving means of notice of such defaultingress thereto and egress therefrom and the proposed use thereof, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for and the following reasons, among others: (i) the business remaining portion of the proposed Transferee and Premises will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed use of the Premises are inconsistent by the subtenant or assignee does not conform with the Permitted Usesuse permitted by Article 5; (iie) in the reasonable judgment of Landlord’s reasonable dissatisfaction with , the net worth and financial condition proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the proposed Transferee as it relates Building, or the subtenant or assignee is not sufficiently financially responsible to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of perform its obligations under this Lease, the proposed sublease or assignment; (ivf) the Transferee’s sublessee's or assignee's business is likely to cause greater wear and tear to the Premises than occasioned by Tenant's use or (g) the proposed particular use subtenant or assignee is a government or a government agency; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent -19- and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar to or dissimilar from to the foregoing examples. Landlord shall either approve or disapprove a proposed assignment or sublease within thirty (30) days after receipt of the Premises is reasonably incompatible with a first class mixed use office information and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control documents described in the United States Department second sentence of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedthis Section 13.04.

Landlord’s Consent. (a) Tenant shall not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (or permit a third party to occupy or use) the Premises, or any part thereof, nor shall any assignment or transfer of this Lease or the right of occupancy hereunder be effected by operation of law or otherwise, without the prior written consent of Landlord, such consent not to be unreasonably withheld, conditioned, or delayed. A transfer at any one time or from time to time of a majority interest in Tenant (whether stock, partnership interest or other form of ownership or control) shall be deemed to be an assignment of this Lease, unless at the time of such transfer Tenant is an entity whose outstanding stock is listed on a recognized security exchange. Within 30 days following Landlord’s receipt of Tenant’s request for Landlord’s consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the a proposed Transferassignment, describe the details of the proposed Transfersublease, including the nameor other encumbrance, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent together with all information required herein) its consent to any assignment or subletting be delivered by Tenant pursuant to the provisions of the Premisesthis Section 10.1, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among othersshall: (i) consent to such proposed transaction; (ii) refuse such consent; or (iii) elect to terminate this Lease in the event of an assignment, or in the case of a sublease, terminate this Lease as to the portion of the Premises proposed to be sublet in accordance with the provisions of Section 10.2. Any assignment, sublease or other encumbrance without Landlord’s written consent shall be voidable by Landlord and, at Landlord’s election, constitute an Event of Default hereunder. Without limiting other instances in which Landlord may reasonably withhold consent to an assignment or sublease, Landlord and Park Ten Plaza – RigNet, Inc. Table of Contents Tenant acknowledge that Landlord may withhold consent (a) if an Event of Default exists under this Lease or if an Event of Default would exist but for the pendency of any cure periods provided under Section 20.1; or (b) if the proposed assignee or sublessee is: a governmental entity; a person or entity with whom Landlord has negotiated for space in the Project during the prior six months; a present tenant in the Project; a person or entity whose tenancy in the Project would not be a Permitted Use or would violate any exclusivity arrangement which Landlord has with any other tenant; a person or entity of a character or reputation or engaged in a business which is not consistent with the quality of the Project; or not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under this Lease on the date consent is requested. If Tenant requests Landlord’s consent to a specific assignment or subletting, Tenant will submit in writing to Landlord: (1) the name and address of the proposed assignee or subtenant; (2) a counterpart of the proposed agreement of assignment or sublease; (3) reasonably satisfactory information as to the nature and character of the business of the proposed Transferee assignee or subtenant, and as to the nature of its proposed use of the Premises are inconsistent with the Permitted Usesspace; (ii4) Landlord’s reasonable dissatisfaction with banking, financial or other credit information reasonably sufficient to enable Landlord to determine the net worth financial responsibility and financial condition character of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premisesassignee or subtenant; (iii5) Tenant’s failure to be executed estoppel certificates from Tenant containing such information as provided in compliance with all of its obligations under this Lease, Section 24.4; and (iv6) the Transferee’s proposed particular use of the Premises is any other information reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to requested by Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. TenantLandlord and Tenant shall perform their respective obligations with respect to design and construction of any initial improvements to be constructed and installed in the Premises (the “Tenant Improvements”), as provided in the Work Letter Agreement attached hereto as Exhibit B. Except for any Tenant Improvements to be constructed by Tenant as provided in the Work Letter Agreement, Tenant shall not make any alterations, improvements or changes to the Premises, including installation of any security system or telephone or data communication wiring (“Alterations”), without Landlord’s request for prior written consent, provided that Tenant shall not be required to obtain Landlord’s consent for minor, non-structural Alterations that (a) do not affect any of the Building Systems or Base Building (as defined below), (b) are not visible from the exterior of the Premises, (c) do not affect the water tight character of the Building or its roof, (d) do not require a building permit, (e) do not move any interior walls or otherwise change the layout of the Premises, (f) do not adversely affect the LEED status of the Building, and (g) cost less than Fifty Thousand Dollars ($50,000) (minor, non-structural Alterations that satisfy all of the foregoing requirements are hereinafter referred to any Transfer shall be made as “Minor Changes”), so long as Tenant gives Landlord notice of the proposed Minor Change at least thirty (30fifteen ( 15) days prior to commencing the effective date Minor Change and complies with all of the proposed Transfer, describe the details provisions of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentationthis Article 6. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth right to review and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent approve (40%) of the Premises; (iiior withhold approval of) Tenant’s failure plans, drawings, specifications, contractor(s) and other aspects of construction work proposed by Tenant is intended solely to protect Landlord, the Property and Landlord’s interests. No approval or consent by Landlord shall be deemed or construed to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such representation or warranty by Landlord as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general publicadequacy, (v) the Transferee is either a municipalsufficiency, national fitness or foreign governmental agency suitability thereof or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency compliance thereof with applicable Laws or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedother requirements.

Landlord’s Consent. In accordance with Section 14.1 hereof, Landlord, upon receiving Tenant’s request for Landlord’s 's notice of proposed assignment or subletting with respect to any portion of the Premises, will not unreasonably withhold, delay, or condition its consent to any Transfer shall be made at least thirty (30) days prior to Tenant's assignment of this Lease or subletting the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentationspace covered by its notice. Landlord shall not be deemed to have unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withheld its consent to any assignment a sublease of all or subletting part of the Premises, provided that Tenant is not then in default under Premises or an assignment of this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny if its consent for the following reasons, among others: is withheld because (i) Tenant is then subject to a notice of a material default from Landlord hereunder; (ii) any notice of termination of this Lease or termination of Tenant's possession shall have been given under Article 18 hereof; (iii) the business portion of the Premises which Tenant proposes to sublease, including the means of ingress to and egress from and the proposed Transferee use thereof, and the remaining portion of the Premises will violate or in any way conflict with any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances, or may require any retrofitting or substantial alteration or modification of the Premises for purposes of compliance with any law, statute or regulation, including, but not limited to, the Occupational Safety and Health Act, the ADA or Environmental Laws; (iv) the proposed use of the Premises are inconsistent with by the subtenant or assignee is not a Permitted UsesUse or in any way amounts to a Prohibited Use; (iiv) in the good faith reasonable judgment of Landlord’s reasonable dissatisfaction with the net worth and financial condition of , the proposed Transferee as it relates subtenant or assignee is of a character or is engaged in a business which would be deleterious to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) the reputation of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee subtenant or assignee is not, in the good faith reasonable judgment of Landlord, sufficiently financially responsible to perform its obligations under the proposed sublease or assignment; provided, however, that the foregoing are merely examples of reasons for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation which Landlord will withhold its consent and shall not be deemed exclusive of any Legal Requirementpermitted reasons for withholding consent, including without limitation any Legal Requirement governing contracts whether similar to or agreements with so-called “prohibited persons” under dissimilar from the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedforegoing examples.

Landlord’s Consent. Landlord’s and Tenant’s request for agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to any Transfer Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld and which consent shall be made at least thirty (30) days prior to granted or denied within the effective date period set forth in Section 13.d. below, neither this Lease nor all or any parts of the proposed Transferleasehold interest created hereby shall, describe the details directly or indirectly, voluntarily or involuntarily, by operation of the proposed Transferlaw or otherwise, including the namebe assigned, business and financial condition of the prospective Transfereemortgaged, and the financial terms of the proposed Transfer (e.g.pledged, payments in consideration of the proposed Transfer, term, rent and security deposit); encumbered or otherwise transferred by Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Landlord’s prior written consent with shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all information required herein) other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to any an assignment or subletting of the Premisessublease, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable reasonable for Landlord to deny withhold its consent for the following reasons, among otherswhere: (i) the business assignment or subletting would materially increase the operating costs for the Building or the burden on the Building services, or generate material additional foot traffic, elevator usage or security concerns in the Building, or create a materially increased probability of the proposed Transferee comfort and/or safety of Landlord and other tenants in the proposed use of the Premises are inconsistent with the Permitted Uses; Building being compromised or reduced,. (ii) Landlordthe space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s reasonable dissatisfaction permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the net worth and financial condition provision of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfersocial, together with other transfers then in effectwelfare or clinical health services or sleeping accommodations (whether temporary, is for more than forty percent (40%) of the Premisesdaytime or overnight); (iii) the proposed assignee or subtenant is a prospective tenant of the Building with whom Landlord has entered into a letter of intent or exchanged an offer and counteroffer or similar correspondence (including a draft lease) within the preceding one hundred eighty (180) day period, or is a current tenant of the Building, and in each such case Landlord has or will have reasonably equivalent space available in the Building to meet such proposed assignee’s or subtenant’s requirements as set forth in the Sublease Notice; (iv) Landlord disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (v) Landlord determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first- class office building; (vi) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings; (vii) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Real Property, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property; (viii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; (ix) Landlord reasonably determines that the proposed assignee may be unable to perform all of Tenant’s failure obligations under this Lease or the proposed subtenant may be unable to be in compliance with perform all of its obligations under the proposed sublease; or (x) as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a breach or default by Tenant under this Lease shall have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the entire term of this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. Landlord will not unreasonably withhold or delay its consent to Tenant’s request for Landlord’s consent to any Transfer shall be made at least thirty (30) days prior to assignment of this Lease or subletting the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentationspace leased hereunder. Landlord shall not be deemed to have unreasonably withhold, condition withheld its consent to a sublease of all or delay part of the Premises or an assignment of this Lease if its consent is withheld because: (more than ten a) Tenant is then in default beyond any applicable grace period hereunder; (10b) business days following receipt any notice of termination of this Lease or termination of Tenant’s request for consent with all information required hereinpossession shall have been given under Article 18 hereof; (c) its consent to any assignment or subletting the portion of the PremisesPremises which Tenant proposes to sublease, provided that Tenant is not then in default under this Lease (following including the giving means of notice of such defaultingress to and egress from and the proposed use thereof, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for or the following reasons, among others: (i) the business remaining portion of the proposed Transferee and Premises will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed use of the Premises are inconsistent by the subtenant or assignee does not conform with the Permitted Usesuses permitted by this Lease; (iie) in the reasonable judgment of Landlord’s reasonable dissatisfaction with the net worth and financial condition of , the proposed Transferee as it relates subtenant or assignee is of a character or is engaged in a business which would be deleterious to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) the reputation of the Premises; (iii) Tenant’s failure , or the subtenant or assignee is not sufficiently financially responsible to be in compliance with all of perform its obligations under this Leasethe proposed sublease or assignment; provided, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictmenthowever, that would lead the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar to or dissimilar from the foregoing examples. Any consent by Landlord to a disinterested third person to have reasonable, serious concerns about the moral proposed assignment or ethical integrity of the Transferee’s business standards), or an occupancy that will result sublease shall in a use of the Building that is open any event be subject to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment terms of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedSection 14.2 hereinabove.

Landlord’s Consent. Landlord’s and Tenant’s request for agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease nor all or any Transfer part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be made sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Landlord’s prior written consent shall, at least thirty (30) days prior Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to the effective date of the proposed Transferterminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any among other information circumstances for which Landlord may reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withhold its consent to any an assignment or subletting of the Premisessublease, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable reasonable for Landlord to deny withhold its consent for the following reasons, among otherswhere: (i) the business assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an increased probability of the proposed Transferee comfort and/or safety of Landlord and other tenants in the proposed use of the Premises are inconsistent with the Permitted Uses; Building being compromised or reduced, (ii) Landlordthe space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s reasonable dissatisfaction permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the net worth and financial condition provision of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfersocial, together with other transfers then in effectwelfare or clinical health services or sleeping accommodations (whether temporary, is for more than forty percent (40%) of the Premisesdaytime or overnight); (iii) the proposed assignee or subtenant (or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant) is a current tenant of the Building or has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Project; (iv) Landlord disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (v) Landlord determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings; (vii) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Project, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Project; (viii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; (ix) Landlord determines that the proposed assignee may be unable to perform all of Tenant’s failure obligations under this Lease or the proposed subtenant may be unable to be in compliance with perform all of its obligations under the proposed sublease or (x) as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a breach or default by Tenant under this Lease shall have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the entire term of this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. Landlord’s and Tenant’s request agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except as otherwise expressly set forth in this Paragraph 13, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”), in each case without Landlord’s prior written consent, which consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not be unreasonably withholdwithheld, condition conditioned or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to delayed. Except as otherwise expressly set forth in this Paragraph 13, any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to exercise all remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness (taking into consideration Tenant’s ongoing liability hereunder); (ii) Landlord reasonably determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, provided or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; or (iv) as of the date Tenant is not then in requests Landlord’s consent or as of the date Landlord responds thereto, a breach or default by Tenant under this Lease (shall have occurred and be continuing. Landlord’s foregoing rights and options shall continue throughout the entire term of this Lease. For purposes of this Paragraph 13, the following the giving of notice of such default, where applicable) but it events shall not be deemed unreasonable for Landlord to deny consent for the following reasonsan assignment or sublease, among othersas appropriate: (i) the business issuance of the proposed Transferee and the proposed use equity interests (whether stock, partnership interests or otherwise) in Tenant or assignee, or any entity controlling any of the Premises are inconsistent with the Permitted Usesthem, to any person or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant or assignee; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition a transfer of the proposed Transferee as it relates to such Transferee’s proposed obligations if such TransferControl of Tenant or assignee, together with other transfers then or any entity controlling any of them, in effecta single transaction or a series of related or unrelated transactions (including, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Leasewithout limitation, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory buildingby consolidation, taking into account the existing tenant and use mix at the Projectmerger, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current acquisition or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standardsreorganization), or an occupancy except that will result in a use the transfer of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so1005628.07/SF 375170-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.00002/11-24-16/mrm/mrm -30-

Landlord’s Consent. Tenant’s request for Tenant shall advise Landlord’s consent to any Transfer , by written notice ("Tenant Notice"), of its intention from, on and after a stated date (which shall not be made at least thirty less than sixty (3060) days prior after the date of Tenant's notice) to assign this Lease or to sublet any part or all of the effective date Premises for any part of the Term. Tenant's notice shall state the name and address of the proposed Transfersubtenant or assignee, describe the details and a true and complete copy of the proposed Transfer, including the name, business sublease or assignment and financial condition of the prospective Transferee, and sufficient information to permit Landlord to determine the financial terms responsibility and character of the proposed Transfer (e.g., payments in consideration subtenant or assignee shall be delivered to Landlord with said notice. Landlord will not withhold its consent unreasonably to Tenant's assignment of this Lease or Tenant's subletting the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentationspace covered by its notice. Landlord shall not be deemed to have withheld its consent unreasonably withhold, condition to a sublease of part or delay all of the Premises or an assignment of this Lease if its consent is withheld because: (more than ten a) Tenant is then in Default hereunder; (10b) business days following receipt any notice of termination of this Lease or termination of Tenant’s request for consent with all information required herein's possession is given under Article 17; (c) its consent to any assignment or subletting the portion of the PremisesPremises which Tenant proposes to sublease, provided that Tenant is not then in default under this Lease (following including the giving means of notice of such defaultingress thereto and egress therefrom and the proposed use thereof, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for and the following reasons, among others: (i) the business remaining portion of the proposed Transferee and Premises will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed use of the Premises are inconsistent by the subtenant or assignee does not conform with the Permitted Usesuse permitted by Article 5; (iie) in the reasonable judgment of Landlord’s reasonable dissatisfaction with , the net worth and financial condition proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the proposed Transferee as it relates Building, or the subtenant or assignee is not sufficiently financially responsible to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of perform its obligations under this Lease, the proposed sublease or assignment; (ivf) the Transferee’s sublessee's or assignee's business is likely to cause greater wear and tear to the Premises than occasioned by Tenant's use or (g) the proposed particular use subtenant or assignee is a government or a government agency; provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar to or dissimilar from to the foregoing examples. Landlord shall either approve or disapprove a proposed assignment or sublease within thirty (30) days after receipt of the Premises is reasonably incompatible with a first class mixed use office information and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control documents described in the United States Department second sentence of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedthis Section 13.04.

Landlord’s Consent. Tenant’s request for Landlord shall not unreasonably withhold or condition its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Landlord shall notify Tenant of Landlord’s consent or reasonable disapproval of any such Transfer within ten (10) business days after Xxxxxxxx’s receipt of the Transfer Notice and all other information required to any be delivered by Tenant to Landlord in connection with such proposed Transfer as set forth in Section 14.1 above. In the event that Xxxxxxxx fails to notify Tenant in writing of such approval or disapproval within such 10-business day period, and such failure continues for an additional three (3) business days after Tenant notifies Landlord of such failure, then Landlord shall be made deemed to have approved such Transfer. Following such approval by Landlord (or at least thirty Tenant’s option, within such ten (3010) days and/or three (3) business day periods, as applicable) but prior to the effective date of the proposed any such Transfer, describe Tenant shall submit to Landlord for Landlord’s reasonable approval, the details of the proposed actual sublease, assignment or other document which will effect such Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. which approval Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: withhold if (i) the business terms of such Transfer, as set forth in such Transfer document, are materially the proposed Transferee same as the terms for such Transfer in the Transfer Notice previously approved by Landlord, and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Tenant and the Transferee execute and deliver to Landlord Landlord’s reasonable dissatisfaction with the net worth and financial condition standard form of the proposed Transferee as it relates consent to such Transferee’s proposed obligations if such Transfer, together with other transfers then which shall be substantially in effectthe form of Exhibit K-1 attached hereto if an assignment, is for more than forty percent or Exhibit K-2 attached hereto if a sublease (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to “Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standardsConsent”), or an occupancy that will result in a use and Landlord shall, within five (5) business days after receipt of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transfer document and Landlord’s Consent executed by Xxxxxx and such Transferee, within execute and deliver such Landlord’s Consent to Tenant and such Transferee. If Landlord fails to timely execute and deliver the previous 30 monthsapplicable Landlord’s Consent with respect to such proposed Transfer, (vii) Landlord shall be deemed to have consented to the Transfer in question would result in a violation document submitted by Tenant to Landlord. 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 where one or more of any Legal Requirementthe following apply, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.to other reasonable grounds for withholding consent:

Landlord’s Consent. Tenant’s request for Landlord’s Landlord shall not unreasonably withhold its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. The parties hereby agree that it shall be made reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply, without limitation as to other reasonable grounds for withholding consent: (a) the Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building, or would be a significantly less prestigious occupant of the Building than Tenant; (b) the Transferee intends to use the Subject Space for purposes which are not permitted under this Lease; (c) the Transferee is either a governmental agency or instrumentality thereof; (d) the Transfer will result in more than a reasonable and safe number of occupants per floor within the Subject Space; (e) the Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities involved under the Lease on the date consent is requested; (f) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel its lease; (g) the terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (h) the proposed Transferee (i) occupies space in the Building at least thirty the time of the request for consent, (30ii) days is negotiating with Landlord to lease space in the Building at such time, or (iii) has negotiated with Landlord during the six (6)-month period immediately preceding the Transfer Notice; or (i) Landlord has not received assurances acceptable to Landlord that all past due amounts owing by Tenant to Landlord, if any, will be paid and all defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. Tenant’s request for Landlord’s As described above, except in connection with a Transfer of Business Assignment (which Landlord shall reasonably consider), Landlord may grant or withhold its consent to any Transfer requested assignment or sublease requested by Tenant in its exclusive, arbitrary and unfettered discretion, without the need or necessity of giving Tenant any reason therefor. If Landlord, upon receiving Xxxxxx's notice of proposed assignment or subletting with respect to any such space, shall not exercise its right to terminate as aforesaid, Landlord will not unreasonably withhold its consent to Xxxxxx's assignment of this Lease or subletting the space covered by its notice. Landlord shall not be made deemed to have unreasonably withheld its consent to a sublease of all or part of the Leased Premises or an assignment of this Lease if its consent is withheld because: (a) Tenant is then subject to a notice of Default from Landlord hereunder; (b) any notice of termination of this Lease or termination of Tenant's possession shall have been given under Article 17 hereof; (c) the portion of the Leased Premises which Tenant proposes to sublease, including the means of ingress to and egress from and the proposed use thereof, and the remaining portion of the Leased Premises will violate or in any way conflict with any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances, or may require any retrofitting or substantial alteration or modification of the Leased Premises for purposes of compliance with any law, statute or regulation, including, but not limited to, the Occupational Safety and Health Act, the Americans with Disabilities Act or Environmental Laws requirements; (d) the proposed use of the Leased Premises by the subtenant or assignee does not conform with the Permitted Use or in any way amounts to a Prohibited Use; (e) in the reasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the Leased Premises; or (f) the subtenant or assignee is not, in the reasonable judgment of Landlord, sufficiently financially responsible to perform its obligations under the proposed sublease or assignment, such financial responsibility shall, at a minimum, require the subtenant or assignee to have a financial status and capability at least thirty (30) days prior equal to the financial status and financial capability of the Tenant as of the Commencement Date, or the effective date of the proposed Transfersublease or assignment, describe whichever standard shall be greater and of more benefit to Landlord; provided, however, that the details foregoing are merely examples of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information reasons for which Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) will withhold its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it and shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation exclusive of any Legal Requirementpermitted reasons for withholding consent, including without limitation any Legal Requirement governing contracts whether similar to or agreements with so-called “prohibited persons” under dissimilar from the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedforegoing examples.

Landlord’s Consent. Tenant’s request Provided that there is then no outstanding Event of Default, Tenant may sublease the Premises or assign its rights and obligations under this Lease to a person or endq that is not an Affiliate with the prior written consent of T andlord; such consent shall not be unreasonably withheld, unless a Facility Mortgagee has approval rights in its loan documents over such assignment rights and the Facility Mortgagee retains the right to exercise its sole discretion, in which case the standard for Landlord shall also be "at its sole discretion". If Tenant wishes to assign this Lease and Landlord’s 's consent is required hereunder, Tenant shall deliver to Landlord (i) a true and complete copy of the proposed instrument of assignment containing all of the terms and conditions of such proposed assortment, (ii) information as to the identity and experience of the assignee as Landlord may reasonably require, (iii) such financial information concerning the proposed assignee as Landlord may reasonably require, and (iv) a written agreement, in form reasonably approved by Landlord, between such proposed assignee and Landlord in which such proposed assignee agrees with Landlord to perform and observe all of the terms, covenants and conditions of this Lease from and after the date of such assignment, all of which Landlord may consider in determining whether to grant its consent. Landlord agrees to notify Tenant within fifteen (15) days following delivery of the foregoing information, as to whether or not Landlord shall grant its consent. If Landlord fails to nodfy Tenant in wridng within said 15 day period, Landlord shall be deemed to have consented to said assignment or sublease. Landlord's written consent to any Transfer subletting of the Premises by Tenant shall not constitute an acknowledgment that no default then exists under this Lease of the obligations to be made performed by Tenant nor shall such consent be deemed a waiver of any then existing default, except as may be otherwise stated by Landlord at least thirty (30) days the dme. If Landlord consents to an assignment, then prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting such assignee taking occupancy of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for deliver to Landlord to deny consent for the following reasons, among others: (i) the business an original of the proposed Transferee fully-executed instrument of assignment and the proposed use of the Premises are inconsistent with the Permitted Uses; agreement described in clause (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%iv) of the Premises; (iii) Tenant’s failure to be in compliance with all preceding paragraph of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedSection.

Landlord’s Consent. If Landlord, upon receiving Tenant’s request for Landlord’s consent 's notice with respect to any Transfer shall be made at least thirty (30) days prior such space, does not exercise its right to terminate as aforesaid, Landlord will not withhold its consent unreasonably to Tenant's assignment of this Lease or subletting the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentationspace covered by its notice. Landlord shall not be deemed to have withheld its consent unreasonably withhold, condition to a sublease of part or delay all of the Premises or an assignment of this Lease if its consent is withheld because: (more than ten a) a Default (10as defined in Section 17.1 hereof) business days following receipt by Tenant exists; (b) any notice of termination of this Lease or termination of Tenant’s request for consent with all information required herein's possession was given under Article 17; (c) its consent the portion of the Premises which Tenant proposes to any assignment sublease, including the means of ingress thereto and egress therefrom, or subletting the remaining portion of the Premises, provided that Tenant is not then in default under this Lease or both, will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (following the giving of notice of such default, where applicabled) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with by the Permitted Usessubtenant or assignee is not the same as the use expressly permitted by Article 5; (iie) in the reasonable judgment of Landlord’s reasonable dissatisfaction with , the net worth and financial condition proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the proposed Transferee as it relates Building, or the subtenant or assignee is not sufficiently financially responsible to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of perform its obligations under the proposed sublease or assignment; (f) the proposed subtenant or assignee is a government or a government agency; (g) the proposed subtenant or assignee has less than five (5) years' successful experience in operating businesses substantially similar to the business to be operated in the Premises pursuant to Article 5 hereof and in accordance with the standards set forth therein; or (h) the proposed subtenant or assignee has a net worth which is lower than that of Tenant at the time of the subletting or assignment (or at the time of execution and delivery of this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory buildingif greater); provided, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictmenthowever, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity foregoing are merely examples of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition reasons for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation which Landlord may withhold its consent and shall not be deemed exclusive of any Legal Requirementpermitted reasons for reasonably withholding consent, including without limitation any Legal Requirement governing contracts whether similar to or agreements with so-called “prohibited persons” under dissimilar from the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedforegoing examples.

Landlord’s Consent. Landlord's and Tenant’s request for 's agreement with regard to Tenant's right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s 's prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease nor all or any Transfer part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively an "assignment") and neither the Premises nor any part thereof shall be made at least thirty sublet or be used or occupied for any purpose by anyone other than Tenant (30) days prior to the effective date of the proposed Transfercollectively, describe the details of the proposed Transfera "sublease"). Except where Landlord's consent is expressly not required hereunder, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting without Landlord's prior written consent shall, at Landlord's option, be void and shall constitute an Event of the Premises, provided that Tenant is not then in default Default entitling Landlord to exercise all remedies available to Landlord under this Lease (following the giving of notice of such defaultand at law. The parties hereto agree and acknowledge that, where applicable) but among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall not be deemed unreasonable reasonable for Landlord to deny withhold its consent for the following reasons, among otherswhere: (i) the business assignment or subletting would increase the operating costs for the Building or the burden on the Building services, or generate additional foot traffic, elevator usage or security concerns in the Building, or create an increased probability of the proposed Transferee comfort and/or safety of Landlord and other tenants in the proposed use of the Premises are inconsistent with the Permitted Uses; Building being compromised or reduced, (ii) Landlord’s reasonable dissatisfaction the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency (other than executive offices of the same not having substantial dealings with the net worth and financial condition public), an office or facility of any governmental or quasi-governmental agency or authority having any on-premises dealings with the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfergeneral public, together a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with other transfers then in effecta foreign government (including without limitation an embassy or consulate or similar office), is or a facility for more than forty percent the provision of social, welfare or clinical health services or sleeping accommodations (40%) of the Premiseswhether temporary, daytime or overnight); (iii) the proposed assignee or subtenant is a current tenant of the Building, or is a prospective tenant of the Building with whom Landlord has entered into a letter of intent (or similar document) or exchanged an offer and counteroffer, and in either such case, Landlord has or will have, in the applicable delivery period, available space in the Building that is comparable to the Premises or the portion thereof subject to such subletting, as applicable, or that otherwise meets such tenant's or prospective tenant's needs (including delivery schedule); (iv) Landlord reasonably disapproves of the proposed assignee or subtenant's reputation or creditworthiness; (v) Landlord reasonably determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Real Property, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property; (vii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; or (viii) Landlord reasonably determines that there is a material risk that the proposed assignee may be unable to perform all of Tenant’s failure 's obligations under this Lease or the proposed subtenant may be unable to be in compliance with perform all of its obligations under the proposed sublease. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. Landlord's and Tenant’s request for 's agreement with regard to Tenant's right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s 's prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease nor all or any Transfer part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively, an "assignment") and neither the Premises nor any part thereof shall be made sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a "sublease"). Any assignment or subletting without Landlord's prior written consent shall, at least thirty (30) days prior Landlord's option, be void and shall constitute an Event of Default entitling Landlord to the effective date of the proposed Transferterminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any among other information circumstances for which Landlord may reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withhold its consent to any an assignment or subletting of the Premisessublease, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable reasonable for Landlord to deny withhold its consent for the following reasons, among otherswhere: (i) the business proposed assignee or subtenant (or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed assignee or subtenant) is a current direct tenant of the proposed Transferee and Building or has negotiated with Landlord within the proposed use of preceding three (3) months (or is currently negotiating with Landlord) to lease space in the Premises are inconsistent with the Permitted UsesProject; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition Landlord reasonably disapproves of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premisesassignee's or subtenant's reputation or creditworthiness; (iii) Landlord determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (iv) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings; (v) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Project, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Project; (vi) the assignment or subletting would involve a change in use from that expressly permitted under Paragraph 8.a. above or any other provision of this Lease; (vii) Landlord determines that the proposed assignee may be unable to perform all of Tenant’s failure 's obligations under this Lease or the proposed subtenant may be unable to be in compliance with perform all of its obligations under the proposed sublease or (viii) at the time Tenant delivers its request for consent to the assignment or sublease there is then in effect an uncured breach of this Lease by Tenant (provided that Landlord reserves the right to waive the applicability of this item (viii) as to a particular proposed assignment or sublease if necessary in order to satisfy the requirement in Section 1951.4 of the California Civil Code that Tenant's right to sublease be subject only to reasonable limitations). Landlord's foregoing rights and options shall continue throughout the entire term of this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. Landlord's and Tenant’s request for 's agreement with regard to Tenant's right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s 's prior written consent, which consent shall not (subject to Landlord's rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease nor all or any Transfer part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by 15 operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant's legal representatives or successors in interest (collectively an "assignment") and neither the Premises nor any part thereof shall be made sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a "sublease"). Any assignment or subletting without Landlord's prior written consent shall, at least thirty (30) days prior Landlord's option, be void and shall constitute an Event of Default entitling Landlord to the effective date of the proposed Transferterminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any among other information circumstances for which Landlord may reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) withhold its consent to any an assignment or subletting of the Premisessublease, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable reasonable for Landlord to deny withhold its consent for the following reasons, among otherswhere: (i) the business assignment or subletting would materially increase the operating costs for the Building or the burden on the Building services, or generate material additional foot traffic, elevator usage or security concerns in the Building, or create an increased probability of the proposed Transferee comfort and/or safety of Landlord and other tenants in the proposed use of the Premises are inconsistent with the Permitted Uses; Building being compromised or reduced, (ii) Landlord’s reasonable dissatisfaction the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant's permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by or affiliation with a foreign government (including without limitation an embassy or consulate or similar office), or a facility for the net worth and financial condition provision of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfersocial, together with other transfers then in effectwelfare or clinical health services or sleeping accommodations (whether temporary, is for more than forty percent (40%) of the Premisesdaytime or overnight); (iii) the proposed assignee or subtenant is a current tenant of the Building or a prospective tenant of the Building; (iv) Landlord in good faith disapproves of the proposed assignee or subtenant's reputation or creditworthiness; (v) Landlord determines in good faith that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate of Landlord has had adverse dealings; (vii) the assignment or subletting may conflict with any exclusive uses granted to other tenants of the Real Property, or with the terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property; (viii) the assignment or subletting would involve a change in use from that expressly permitted under this Lease; or (ix) Landlord in good faith determines that there is a material risk that the proposed assignee will be unable to perform all of Tenant’s failure 's obligations under this Lease or that the proposed subtenant will be unable to be in compliance with perform all of its obligations under the proposed sublease. Landlord's foregoing rights and options shall continue throughout the entire term of this Lease. For purposes of this Paragraph 13, the following events shall be deemed an assignment or sublease, as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or otherwise) in Tenant or any subtenant or assignee, or any entity controlling any of them, to any person or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant or any subtenant or assignee; (ii) a transfer of Control of Tenant or any subtenant or assignee, or any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, acquisition or reorganization), except that the transfer of outstanding capital stock or other listed equity interests by persons or parties other than "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, through the "over-the- counter" market or any recognized national or international securities exchange, shall not be included in determining whether Control has been transferred, nor shall transfers of Tenant's stock to the employee stock option plan of the Tenant originally named herein (the "ESOP") or among participants in the ESOP be considered a change in Control so long such transfer(s) do not result in a person or entity other than the person or entity, if any, that currently Controls Tenant, obtaining Control of Tenant; (iii) a reduction of Tenant's assets to the point that this Lease is substantially Tenant's only asset; (iv) a change or conversion in the Transferee’s proposed particular use form of entity of Tenant, any subtenant or assignee, or any entity controlling any of them, which has the effect of limiting the liability of any of the Premises is reasonably incompatible with a first class mixed use office and laboratory buildingpartners, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, members or other owners of such as a current entity; or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either agreement by a municipalthird party to assume, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy acttake over, or if reimburse Tenant for, any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation or all of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.Tenant's 16

Landlord’s Consent. Tenant’s request for Landlord’s consent Following the initial construction of improvements pursuant to any Transfer Article 7 above, Tenant shall be made at least responsible for all redecorating, remodeling, alterations, improvements and painting of the Premises during the Term, subject to the restrictions in this Section 8.5. Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, “Alterations”) without the prior written consent of Landlord, which consent shall be requested by Tenant not less than thirty (30) days prior to the effective date planned commencement of the proposed Transfer, describe the details of the proposed Transfer, including the name, business such Alterations and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord which consent shall not be unreasonably withholdwithheld by Landlord; provided, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) however, Landlord may withhold its consent to any assignment Alterations that would adversely affect (a) the Building’s structure or subletting structural elements or the Building’s mechanical or utility systems, or (b) the exterior appearance of the PremisesBuilding. Further, provided that Landlord may condition its consent to any Alterations on Tenant’s obtaining a letter of credit, bond or other form of security satisfactory to Landlord, in its sole discretion, to ensure Tenant’s compliance with its obligations hereunder. Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for paint or install lighting or decorations, signs, window or door lettering, or advertising media of any type visible from the following reasons, among others: (i) the business of the proposed Transferee and the proposed use exterior of the Premises are inconsistent with without the Permitted Uses; (ii) prior written consent of Landlord, which consent may be withheld in Landlord’s reasonable dissatisfaction with the net worth sole and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transferabsolute discretion. All Alterations shall be constructed, together with other transfers then maintained, and used by Tenant, at its risk and expense, in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance accordance with all applicable Laws. Landlord’s consent to or approval of its obligations under this Leaseany Alterations (or the plans therefor) shall not constitute a representation or warranty by Landlord, (iv) nor Landlord’s acceptance, that the Transferee’s proposed particular use same comply with sound architectural and/or engineering practices or with all applicable Laws, and Tenant shall be solely responsible for ensuring all such compliance. Tenant may, however, make non-structural Alterations to the interior of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account (excluding the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standardsroof), as long as they are not visible from the outside, do not involve puncturing, relocating or an occupancy that will result in a use of removing the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury roof or any Legal Requirement under existing walls, they do not affect the Employee Retirement Income Security Act of 1974Building’s structure or structural elements or the Building’s mechanical or utility systems, as amendedthey do not require a building permit, and the cost thereof does not exceed $25,000.

Landlord’s Consent. Tenant’s request for Landlord’s consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premiseswill, provided that Tenant is not then in default under Default and provided Landlord's consent is required pursuant to the terms of this Article IX, not unreasonably withhold its consent to Tenant's assignment of this Lease or subletting the space covered by Tenant's notice. In the event Landlord fails to respond to Tenant's request for consent within five (following 5) business days of Landlord's receipt of Tenant's request for consent, Tenant may send Landlord a second request, and in the giving event Landlord does not respond to Tenant's second request for consent within two (2) business days after Landlord's receipt of notice of such defaultTenant's second request, where applicable) but it Landlord's failure to respond to Tenant's second request for consent shall be deemed consent by Landlord to the request so received by Landlord. Landlord shall not be deemed unreasonable for Landlord to deny have unreasonably withheld its consent for to a sublease of part or all of the following reasons, among othersPremises or an assignment of this Lease if its consent is withheld because: (ia) Tenant is then in Default; (b) any notice of termination of this Lease or termination of Tenant's possession under Article XIX is currently in effect; (c) the business portion of the Premises which Tenant proposes to sublease, including the means of ingress thereto and egress therefrom and the proposed Transferee and use thereof, or the remaining portion of the Premises, or both, will violate any city, state or federal law, ordinance or regulation, including, without limitation, any applicable building code or zoning ordinances; (d) the proposed use of the Premises are inconsistent by the subtenant or assignee does not conform with the Permitted UsesUse specified in Section 1.7; (e) in the reasonable judgment of Landlord, the proposed subtenant or assignee is of a character or is engaged in a business which would be deleterious to the reputation of the Building or is a government user; or (f) the proposed assignment or sublease is to an occupant of the Building, unless Landlord is unable to accommodate such occupant's needs, provided, however, that the foregoing are merely examples of reasons for which Landlord may withhold its consent and shall not be deemed exclusive of any permitted reasons for reasonably withholding consent, whether similar to or dissimilar from the foregoing examples. Notwithstanding anything herein to the contrary, Tenant shall have the right, without the consent of Landlord, but upon prior written notice to Landlord, (i) to assign its interest in this Lease or sublet all or a portion of its interest in the Premises to an affiliate, subsidiary or company related to Tenant (an "Affiliate"), provided however, notwithstanding such assignment or sublease, Tenant shall remain fully liable for all obligations of Tenant hereunder or (ii) Landlord’s reasonable dissatisfaction with to assign this Lease to any successor (a "Successor") by merger who acquires substantially all of the assets of Tenant or to a party which otherwise acquires substantially all of the assets of Tenant and in both cases whereby the surviving entity has a net worth equal to or better than Tenant at the time of such transaction and financial condition assumes in writing all obligations of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations Tenant under this Lease. In all such events, (iv) the Transferee’s proposed particular use Tenant shall deliver a copy of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due such sublease or assignment to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. Tenant’s request for Landlord’s consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than its consent to any proposed Transfer on the terms specified in the Transfer Notice and Landlord shall provide or withhold consent to the Transfer within ten (10) business days following after receipt of the Transfer Notice. If Landlord does not respond to Tenant in writing of its decision within said ten (10) business day period and if such failure continues for an additional three (3) business days after Tenant’s request second written request, Landlord’s consent shall be deemed granted. In no event shall Landlord be deemed to be unreasonable for declining to consent to a Transfer to a transferee jeopardizing directly or indirectly the status of Landlord or any of Landlord’s affiliates as a Real Estate Investment Trust under the Internal Revenue Code of 1986 (as the same may be amended from time to time, the “Revenue Code”) pursuant to the following sentence. Notwithstanding anything contained in this Lease to the contrary, (w) no Transfer shall be consummated on any basis such that the rental or other amounts to be paid by the occupant, assignee, manager or other transferee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of such occupant, assignee, manager or other transferee; (x) Tenant shall not furnish or render any services to an occupant, assignee, manager or other transferee with all information respect to whom transfer consideration is required hereinto be paid, or manage or operate the Premises or any capital additions so transferred, with respect to which transfer consideration is being paid; (y) its Tenant shall not consummate a Transfer with 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 Revenue Code); and (z) Tenant shall not consummate a Transfer with any person or in any manner that could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease, license or other arrangement for the right to use, occupy or possess any portion of the Premises to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Revenue Code, or any similar or successor provision thereto or which could cause any other income of Landlord to fail to qualify as income described in Section 856(c)(2) of the Revenue Code. The parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any assignment proposed Transfer where one or subletting more of the Premisesfollowing apply, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.to other reasonable grounds for withholding consent:

Landlord’s Consent. Tenant’s request for Landlord’s consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting proposed Transfer of the PremisesSubject Space to the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, provided the parties hereby agree that Tenant is not then in default it shall be reasonable under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable and under any applicable law for Landlord to deny withhold consent for to any proposed Transfer where one or more of the following reasons, among othersapply: (i) Transferee is of a character or reputation or engaged in a business which is not consistent with the business quality of the proposed Transferee and Building or the proposed use Project, or would be a significantly less prestigious occupant of the Premises are inconsistent with the Permitted UsesBuilding than Tenant; (ii) Landlord’s Transferee is not a party of reasonable dissatisfaction financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the net worth and financial condition of Transfer on the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, date consent is for more than forty percent (40%) of the Premisesrequested; (iii) Tenant’s failure Transferee intends to be in compliance with all of its obligations use the Subject Space for purposes which are not permitted under this Lease, ; (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof; (v) the proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Project a right to cancel its lease; or (vi) either the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy actproposed Transferee, or any person which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee. Notwithstanding anything to the contrary in this Lease, if Tenant or any similar petition proposed Transferee claims that Landlord has been filed against unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby waives all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable laws, on behalf of the proposed Transferee. If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease), Tenant may within six (6) months after Landlord’s consent, but not later than the expiration of said six-month period, enter into such TransfereeTransfer of the Premises or portion thereof, within upon substantially the previous 30 months, (vii) same terms and conditions as are set forth in the Transfer in question would result in a violation Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease. Tenant shall indemnify, defend and hold harmless Landlord from any Legal Requirementand all liability, losses, claims, damages, costs, expenses, causes of action and proceedings involving any third party or parties (including without limitation any Legal Requirement governing contracts Tenant’s proposed subtenant or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated assignee) who claim they were damaged by the Office Landlord’s wrongful withholding or conditioning of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedLandlord’s consent.

Landlord’s Consent. TenantThis Sublease is subject to and conditioned upon the consent of Master Landlord. Following the execution of this Sublease by Sublessee, Sublessee will keep open Sublessee’s request offer to enter into this Sublease for Landlord’s consent to any Transfer shall be made at least a period of thirty (30) days prior (“Consent Period”) days while Sublessor uses reasonable efforts to the effective date of the proposed Transferobtain Master Landlord’s consent (“Master Landlord’s Consent”). Master Landlord’s Consent shall be subject to Sublessee’s approval, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it which shall not be deemed unreasonable unreasonably withheld, delayed or conditioned, and Sublessee’s time for consideration of Master Landlord’s Consent shall extend the Consent Period on a day for day basis; provided, however, regardless of the amount of time for Sublessee’s consideration and negotiation of Master Landlord’s Consent in no event shall the Consent Period exceed forty five (45) days provided that Sublessee is considering and negotiating Master Landlord’s Consent reasonably, timely and in good faith. In the event that Master Landlord’s Consent is not obtained within the Consent Period, and Sublessor is not able to procure Master Landlord’s Consent within five (5) additional days thereafter, either party may thereafter cancel this Sublease by written notice to the other given at any time prior to delivery of Master Landlord’s Consent, in which event any amounts paid by Sublessee to Sublessor shall be promptly refunded to Sublessee. Sublessor shall pay all costs, fees and charges required by the Amended Master Lease to be paid to Master Landlord in connection with any consent of Master Landlord to deny consent for this Sublease, not to exceed the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control amount set forth in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedAmended Master Lease.

Landlord’s Consent. Tenant’s request The terms and conditions in this Lease were offered solely to Tenant as an inducement to lease the Premises for Landlord’s consent its use or the use by any of its subsidiaries or affiliates, as permitted under the terms of Section 2.1. Landlord would not necessarily lease the Premises to any Transfer shall be made at least thirty (30) days prior another tenant on such favorable terms and conditions, it being understood that Landlord is specifically relying on the identity of Tenant in agreeing to the effective date terms and conditions in this Lease. Tenant acknowledges that the lease terms and conditions are for Tenant's benefit only so long as Tenant, or any of its subsidiaries or affiliates, operates the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transfereeallowed by this Lease, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); that Tenant shall also provide is not entering into this Lease for any other information Landlord reasonably deems relevantpurpose, including without limitation such as the proposed form recognition of Transfer documentationa leasehold value that it could later sell. Landlord shall not unreasonably withholdIt is understood and agreed that any value, condition or delay (more than ten (10) business days following receipt upon the early termination of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting 's occupancy of the Premises, provided that Tenant is not then in default under shall revert to Landlord, either by termination of this Lease (following or as a condition of assignment or subletting, as provided in this Section. But for these reasons, Landlord would not enter into this Lease. Therefore, Tenant shall not voluntarily, involuntarily, or by operation of laws, without the giving prior written consent of notice of such defaultLandlord, where applicable) but it which consent shall not be deemed unreasonable for Landlord to deny consent for the following reasonsunreasonably withheld or delayed, among others: (ia) the business of the proposed Transferee and the proposed use sublet all or any part of the Premises are inconsistent with the Permitted Usesor allow it to be sublet, occupied, or used by any person or entity other than Tenant; (iib) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then assign Tenant's interest in effect, is for more than forty percent (40%) of the Premisesthis Lease; (iiic) Tenant’s failure mortgage or encumber the Lease, or otherwise use the Lease as a security device in any manner; or (d) amend or modify an assignment, sublease, or other transfer that has been previously approved by Landlord. Notwithstanding the foregoing, Tenant may without the consent of Landlord, but following at least fifteen (15) days advance written notice, assign this Lease to be a subsidiary of Tenant or affiliate under common ownership with Tenant provided, however, that (x) no such assignment shall result in compliance with all of its obligations Tenant being released or discharged from any obligation or liability under this Lease, (ivy) the Transferee’s proposed particular use Assignee agrees in writing to be bound by all of the Premises is terms and conditions of this Lease in an instrument reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due acceptable to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation , and (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (vz) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated use proposed by the Office proposed Assignee is a permitted use under this Lease. Any action taken or proposed to be taken pursuant to this Section shall be collectively referred to as an "Assignment," and any third party succeeding to all or a portion of Foreign Asset Control in the United States Department Tenant's interest under this Lease or proposed to succeed to all or a portion of the Treasury or any Legal Requirement Tenant's interest under the Employee Retirement Income Security Act of 1974, this Lease shall be referred to as amendedan Assignee.

Landlord’s Consent. Tenant’s request for The effectiveness of this Sublease is expressly conditioned upon the Landlord providing its written consent hereto (“Landlord’s consent Consent”). Subtenant shall deliver (in any reasonably prompt manner not to exceed three (3) business days) to Sublandlord any Transfer shall be made at least thirty (30) days prior to the effective date information reasonably requested by Landlord in connection with Landlord’s approval of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevantthis Sublease, including without limitation with respect to the proposed form nature and operation of Transfer documentationSubtenant’s business and/or the financial condition of Subtenant. Landlord In connection with requesting Landlord’s Consent, Sublandlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) have no liability to Subtenant in the business of the proposed Transferee event that Landlord does not give Landlord’s Consent and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) not be required to pay any consideration to Landlord in order to obtain Landlord’s reasonable dissatisfaction Consent or to commence a legal proceeding against Landlord, with Subtenant being obligated to pay any consideration required by Landlord in connection with evaluating whether or not it will grant Landlord’s Consent to this Sublease. Notwithstanding anything contained in this Sublease to the net worth and financial condition contrary, if Landlord’s Consent is not obtained within sixty (60) days of the proposed Transferee as it relates Effective Date, Subtenant and Sublandlord shall each have the right to such Transferee’s proposed obligations if such Transferterminate this Sublease by written notice to the other party (“Termination Notice”). Upon receipt of the Termination Notice by Sublandlord or Subtenant, together with other transfers then in this Sublease shall automatically be deemed null and void and of no further force or effect, is for more than forty percent (40%and any Security Deposit paid by Subtenant to Sublandlord shall promptly be returned to Subtenant. In the event of any conflict between Section 16 or Section 21(a) of this Sublease and the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use terms of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974Consent, as amendedbetween Sublandlord and Subtenant, the terms of this Sublease shall control.

Landlord’s Consent. With respect to any proposed Transfer referred to in Section 17.1 of this Article, where Landlord has agreed pursuant to the provisions of Section 17.1 that its consent shall not be unreasonably withheld, Landlord, in exercising such right of consent, shall be entitled to take into account any fact or factor which Landlord deems relevant to such decision, including, but not limited to any or all of the following: (a) whether the financial strength of the proposed assignee or sub-lessee (herein sometimes a “Transferee”), including the adequacy of its working capital, is sufficient to pay all expenses anticipated in connection with any remodeling by Transferee of the Premises; (b) whether the proposed Transferee is a “high-tech” business; (c) the quality and nature of the products produced by the proposed Transferee; (d) the quality of the appearance of the Improvements resulting from any remodeling or renovation to be conducted by the proposed Transferee, and the compatibility of such quality with that of other improvements in the portion of Technology Park II in which the Premises is located; (e) whether the current net worth of the proposed Transferee is less than the greater of Tenant’s net worth as of the date of this Lease or Tenant’ s net worth at the date of Tenant’s request for Landlord’s consent to any Transfer such Transfer; or (f) whether the proposed Transferee’s use of the Premises conflicts with the Permitted Use. In addition, Landlord shall be made at least thirty (30) days prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business satisfied that each and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withholdevery covenant, condition or delay obligation imposed upon Tenant by this Lease and each and every right, remedy or benefit afforded Landlord by this Lease would not be impaired or diminished by such Transfer. Tenant shall not have the right or power to request or enter into a Transfer (more than i) with any occupant of Technology Park II or any prospective tenant with whom Landlord is contemporaneously negotiating for any premises within or adjacent to Technology Park II, or (ii) when there exists any default by Tenant in the performance or observance of any of the terms, covenants and conditions of this Lease or if there exists any such event which, with the passage of time and/or the giving of notice would constitute a default under this Lease, or (iii) unless Tenant has furnished to Landlord all of the information and documentation required and/or requested to be furnished to Landlord pursuant to the provisions of this Article. Should Landlord fail to deny consent under this provision within twenty (20) days following receipt of all of the information required hereunder, plus any other reasonable information Landlord requests within ten (10) business days following receipt of Tenant’s request for Landlord’s approval to a proposed assignment, such consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedgranted.

Landlord’s Consent. Tenant’s request for Except as provided in SECTIONS 15.4, 15.7(D) AND 15.8 below, Tenant may not sublease, assign, pledge or in any way transfer this Lease or any interest in Tenant or any member of Tenant without the prior written consent of Landlord’s . If Tenant wishes to assign or sublease this Lease and Landlord's consent is required hereunder, Tenant shall deliver to any Transfer shall be made at least thirty Landlord (30i) days prior to the effective date a true and complete copy of the proposed Transfer, describe the details instrument of assignment or sublease containing all of the terms and conditions of such proposed Transferassignment or sublease, including (ii) information as to the name, business identity and financial condition experience of the prospective Transfereeassignee/sublessee as Landlord may reasonably require, (iii) such financial information concerning the proposed assignee or sublessee as Landlord may reasonably require, and (iv) except in the financial terms case of a sublease entered into pursuant to SECTION 15.5 below, a written agreement, in form reasonably approved by Landlord, between such proposed assignee or sublessee and Landlord in which such proposed assignee or sublease agrees with Landlord to perform and observe all of the proposed Transfer (e.g.terms, payments in consideration covenants and conditions of this Lease, as well as all of the proposed Transferother documents executed and delivered to Landlord in connection with the Lease, termjointly and severally with Tenant, rent and security deposit); Tenant shall also provide any other information all of which Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentationmay consider in determining whether to grant its consent. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business agrees to notify Tenant within 30 days following receipt delivery of Tenant’s request for consent with all information required herein) the foregoing information, as to whether or not Landlord shall grant its consent consent. If Landlord fails to any notify Tenant in writing within said 30 day period, Landlord shall be deemed to have not consented to said assignment or subletting sublease. If Landlord consents to an assignment or sublease, then prior to such assignee or sublessee taking occupancy of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for deliver to Landlord to deny consent for the following reasons, among others: (i) the business an original of the proposed Transferee and the proposed use fully-executed instrument of assignment and, if applicable, of the Premises are inconsistent with the Permitted Uses; agreement described in clause (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%iv) of the Premises; (iii) Tenant’s failure to be in compliance with all preceding paragraph of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedSection.

Landlord’s Consent. Landlord’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld, conditioned or delayed, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”); provided that an assignment or sublease may occur in a Permitted Transfer (as defined below) without Landlord’s consent but otherwise in compliance with the terms of this Paragraph 13. Any assignment or subletting without Landlord’s prior written consent, except for subleases pursuant to a Permitted Transfer, shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that, among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would materially increase the operating costs for the Building or the burden on the Building services, or materially increase the foot traffic to/from the Premises, elevator usage or security concerns in the Building, (ii) the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s permitted use is retail sales), a personnel or employment agency, an office or facility of any governmental or quasi-governmental agency or authority, a place of public assembly (including without limitation a meeting center, theater or public forum), any use by a foreign government or quasi-governmental agency or authority (including without limitation an embassy or consulate or similar office), or a facility for the provision of social, welfare or clinical health services or sleeping accommodations (whether temporary, daytime or overnight); (iii) the proposed assignee or subtenant is a current tenant of the Building or has been in negotiations with Landlord as a prospective tenant of the Building during the six (6) months preceding Tenant’s request for Landlord’s consent consent; (iv) the creditworthiness of a proposed assignee or subtenant is not substantially similar to the then current creditworthiness of Tenant; (v) Landlord determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the manner of conducting such business, would be materially inconsistent with the character of the Building as a first-class office building; (vi) the proposed assignee or subtenant is an entity or a parent, wholly-owned subsidiary or affiliate of an entity with whom Landlord or Landlord’s parent entity, wholly-owned subsidiary or affiliate is then currently in litigation; (vii) the assignment or subletting conflicts with any Transfer shall be made at least thirty (30) days exclusive uses granted to other tenants of the Real Property prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent Landlord’s consent, or with all information required hereinthe terms of any easement, covenant, condition or restriction, or other agreement affecting the Real Property and entered into prior to Tenant’s request for Landlord’s consent; or (viii) its consent to any the assignment or subletting of the Premises, provided would involve a change in use from that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations expressly permitted under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to . Landlord’s reasonable dissatisfaction with foregoing rights and options shall continue throughout the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity entire term of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedthis Lease.

Landlord’s Consent. If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within fifteen (15) days after receipt of Tenant’s request notice or if Tenant proposes a sublease, Landlord shall not unreasonably withhold or delay its consent to the proposed assignment or subletting, on the terms and conditions specified in said notice. If Tenant’s notice fails to state that it constitutes an offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), such notice shall be deemed insufficient for the purposes of this Paragraph 24.2, and Landlord may withhold its consent to the proposed assignment in Landlord’s absolute discretion. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed assignment or sublease, if Landlord withholds its consent where Tenant is in default at the time of the giving of Tenant’s notice or at any time thereafter, or where the net worth of the proposed assignee (according to generally accepted accounting principles) is less than the greater of (i) the net worth of Tenant immediately prior to the assignment (ii) or the net worth of Tenant at the time this Lease is executed, such withholding of consent shall be presumptively reasonable. Fifty percent (50%) of any and all rent paid by an assignee or subtenant in excess of the Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant’s deduction therefrom of all reasonable costs to effect the assignment or subletting, including without limitation, brokerage commissions, attorneys’ fees, and the cost of leasehold improvements or alterations installed or redecorating performed by Tenant for the sublessee, shall be paid directly to Landlord, as Additional Rent, at the time and place specified in this Lease. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant’s interest in this Lease or in the Premises, including, but not limited to key money, bonus money, and payments (in excess of the fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord’s consent shall be voidable at Landlord’s option, and shall constitute a Default by Tenant. Landlord’s consent to any Transfer one assignment or sublease shall be made at least thirty (30) days prior to the effective date not constitute a waiver of the proposed Transfer, describe the details provisions of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide this Paragraph 24 as to any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition subsequent assignment or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its sublease nor a consent to any subsequent assignment or subletting of the Premisessublease; further, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it Landlord’s consent to an assignment or sublease shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) release Tenant from Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant Tenant shall remain jointly and use mix at the Project, due to Landlord’s reasonable dissatisfaction severally liable with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedsubtenant.

Landlord’s Consent. If Landlord does not exercise its right to terminate pursuant to Paragraph 24.2(b) within fifteen (15) days after receipt of Tenant’s request notice or if Tenant proposes a sublease, Landlord shall not unreasonably withhold or delay its consent to the proposed assignment or subletting, on the terms and conditions specified in said notice. If Tenant’s notice fails to state that it constitutes an offer to terminate the Lease as may be required pursuant to Paragraph 24.2(a), such notice shall be deemed insufficient for the purposes of this Paragraph 24.2, and Landlord may withhold its consent to the proposed assignment in Landlord’s absolute discretion. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed assignment or sublease, if Landlord withholds its consent where Tenant is in Default at the time of the giving of Tenant’s notice such withholding of consent shall be presumptively reasonable. Seventy-five percent (75%) of any and all rent paid by an assignee or subtenant in excess of the Rentals to be paid under this Lease (prorated in the event of a sublease of less than the entire Premises), after Tenant’s deduction therefrom of all reasonable costs to effect the assignment or subletting, including without limitation, brokerage commissions, attorneys’ fees, and the cost of leasehold improvements or alterations installed or redecorating performed by Tenant for the sublessee, shall be paid directly to Landlord, as Additional Rent, at the time and place specified in this Lease. For the purposes of this Paragraph 24, the term “rent” shall include any consideration of any kind received, or to be received, by Tenant from an assignee or subtenant, if such sums are related to Tenant’s interest in this Lease or in the Premises, including, but not limited to key money, bonus money, and payments (in excess of the fair market value thereof) for Tenant’s assets, fixtures, trade fixtures, inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital stock or other equity ownership interest of Tenant. Any assignment or subletting without Landlord’s consent shall be voidable at Landlord’s option, and shall constitute a Default by Tenant. Landlord’s consent to any Transfer one assignment or sublease shall be made at least thirty (30) days prior to the effective date not constitute a waiver of the proposed Transfer, describe the details provisions of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide this Paragraph 24 as to any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition subsequent assignment or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its sublease nor a consent to any subsequent assignment or subletting of the Premisessublease; further, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it Landlord’s consent to an assignment or sublease shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) release Tenant from Tenant’s failure to be in compliance with all of its obligations under this Lease, (ivand Tenant shall remain jointly and severally liable with the assignee or subtenant. Notwithstanding the foregoing, nothing in this Section 24.2(c) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due shall applicable to any transfer for which Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person consent is not required pursuant to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedSection 24.2 below.

Landlord’s Consent. Landlord’s and Tenant’s agreement with regard to Tenant’s right to transfer all or part of its interest in the Premises is as expressly set forth in this Paragraph 13. Tenant agrees that, except upon Landlord’s prior written consent, which consent shall not (subject to Landlord’s rights under Paragraph 13.d. below) be unreasonably withheld, neither this Lease nor all or any part of the leasehold interest created hereby shall, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred by Tenant or Tenant’s legal representatives or successors in interest (collectively, an “assignment”) and neither the Premises nor any part thereof shall be sublet or be used or occupied for any purpose by anyone other than Tenant (collectively, a “sublease”). Any assignment or subletting without Landlord’s prior written consent shall, at Landlord’s option, be void and shall constitute an Event of Default entitling Landlord to terminate this Lease and to exercise all other remedies available to Landlord under this Lease and at law. The parties hereto agree and acknowledge that. among other circumstances for which Landlord may reasonably withhold its consent to an assignment or sublease, it shall be reasonable for Landlord to withhold its consent where: (i) the assignment or subletting would involve a change in use from that expressly permitted under this Lease or otherwise violate any of the restrictions on use set forth in Paragraph 8.a. above, (ii) the proposed assignee or subtenant is a prospective tenant of the Building that has negotiated with Landlord within the preceding three (3) months (or is currently negotiating with Landlord) to lease space in the Building or is a current tenant of the Building, and in each instance Landlord has adequate available space in the Building to meet such tenant’s space requirements; (iii) Landlord reasonably disapproves of the proposed assignee’s or subtenant’s reputation or creditworthiness; (iv) Landlord reasonably determines that the character of the business that would be conducted by the proposed assignee or subtenant at the Premises, or the mariner of conducting such business, would be inconsistent with that of a first-class office building; (v) the proposed assignee or subtenant is an entity or related to an entity with whom Landlord or any affiliate with whom Landlord has engaged in litigation regarding lease default matters or who has asserted a legal claim against Landlord or an affiliate of Landlord, or against whom Landlord or any affiliate of Landlord has asserted a legal claim; (vi) Landlord reasonably determines that there is a reasonable likelihood that the proposed assignee will be unable to perform all of Tenant’s obligations under this Lease or the proposed subtenant will be unable to perform all of its obligations under the proposed sublease or (vii) as of the date Tenant requests Landlord’s consent or as of the date Landlord responds thereto, a breach by Tenant under this Lease shall have occurred and be continuing (although, upon Tenant’s cure of such breach, Tenant may resubmit the request for Landlord’s consent to any Transfer shall be made at least thirty (30) days prior to the effective date of the subject proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) subletting). Landlord’s reasonable dissatisfaction with foregoing rights and options shall continue throughout the net worth and financial condition entire term of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.

Landlord’s Consent. Landlord shall have twenty (20) days after Tenant’s request notice of assignment and/or sublease is received with the financial information reasonably requested by Landlord to advise Tenant of Landlord’s (i) consent to such proposed assignment or sublease, (ii) withholding of consent to such proposed assignment or sublease or (iii) election to terminate this Lease, such termination to be effective as of the date of the commencement of the proposed assignment or subletting. If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed assignee or subtenant, and Tenant shall have no right to any of the rents or other consideration payable by such proposed assignee or subtenant under such other lease or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole and absolute discretion. Landlord and Tenant specifically agree that Landlord’s right to terminate this Lease under clause (iii) above is a material consideration for Landlord’s consent agreement to any Transfer enter into this Lease and such right may be exercised in Landlord’s sole and absolute discretion and no test of reasonableness shall be made at least thirty applicable thereto provided, however, that Landlord may exercise the termination right described in said clause (30iii) days prior only if Tenant proposes to the effective date assign this Lease or sublet more than seventy-five percent (75%) of the proposed TransferPremises and provided further that if Landlord elects to terminate this Lease pursuant to clause (iii), describe the details of the proposed Transferthen Tenant may, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than within ten (10) business days following after receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates election to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under terminate this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office revoke its request for consent, in which case this Lease shall remain in full force and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amendedeffect.

Landlord’s Consent. Tenant’s request for Landlord’s Landlord shall not unreasonably withhold, condition or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. The parties hereby agree that it shall be made reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply, without limitation as to other reasonable grounds for withholding consent: (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 would be a significantly less prestigious occupant of the Building than Tenant; (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 Transfer will result in more than a reasonable and safe number of occupants per floor within the Subject Space (provided that the number of occupants per floor would have to exceed the number of occupants then occupying the Subject Space as of the date of the Transfer); (v) in the case of an assignment, the Transferee is not capable of performing the financial obligations remaining under the Lease on the date consent is requested; (vi) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would give an occupant of the Building a right to cancel its lease; (vii) either the proposed Transferee, or any person or entity which directly or indirectly, controls, is controlled by, or is under common control with, the proposed Transferee, (A) occupies space in the Building at least thirty the time of the request for consent unless Landlord is unable to accommodate such proposed Transferee's need for additional space, (30B) days is negotiating with Landlord to lease space in the Building at such time, or (C) has negotiated with Landlord during the twelve (12)-month period immediately preceding the Transfer Notice; or (viii) Landlord has not received assurances acceptable to Landlord that all past due amounts owing by Tenant to Landlord, if any, will be paid and all defaults on the part of Tenant, if any, will be cured prior to the effective date of the proposed Transfer, describe the details of the proposed Transfer, including the name, business and financial condition of the prospective Transferee, and the financial terms of the proposed Transfer (e.g., payments in consideration of the proposed Transfer, term, rent and security deposit); Tenant shall also provide any other information Landlord reasonably deems relevant, including without limitation the proposed form of Transfer documentation. Landlord shall not unreasonably withhold, condition or delay (more than ten (10) business days following receipt of Tenant’s request for consent with all information required herein) its consent to any assignment or subletting of the Premises, provided that Tenant is not then in default under this Lease (following the giving of notice of such default, where applicable) but it shall not be deemed unreasonable for Landlord to deny consent for the following reasons, among others: (i) the business of the proposed Transferee and the proposed use of the Premises are inconsistent with the Permitted Uses; (ii) Landlord’s reasonable dissatisfaction with the net worth and financial condition of the proposed Transferee as it relates to such Transferee’s proposed obligations if such Transfer, together with other transfers then in effect, is for more than forty percent (40%) of the Premises; (iii) Tenant’s failure to be in compliance with all of its obligations under this Lease, (iv) the Transferee’s proposed particular use of the Premises is reasonably incompatible with a first class mixed use office and laboratory building, taking into account the existing tenant and use mix at the Project, due to Landlord’s reasonable dissatisfaction with the Transferee’s business reputation (meaning objective, reported facts, such as a current or recent criminal conviction or indictment, that would lead a disinterested third person to have reasonable, serious concerns about the moral or ethical integrity of the Transferee’s business standards), or an occupancy that will result in a use of the Building that is open to the general public, (v) the Transferee is either a municipal, national or foreign governmental agency or instrumentality thereof, (vi) the Transferee has filed a petition for insolvency or for appointment of a receiver, trustee or assignee or for adjudication, reorganization or arrangement under any bankruptcy act, or if any similar petition has been filed against such Transferee, within the previous 30 months, (vii) the Transfer in question would result in a violation of any Legal Requirement, including without limitation any Legal Requirement governing contracts or agreements with so-called “prohibited persons” under the laws, rules and regulations promulgated by the Office of Foreign Asset Control in the United States Department of the Treasury or any Legal Requirement under the Employee Retirement Income Security Act of 1974, as amended.