Common use of Assignment or Subletting Consideration Clause in Contracts

Assignment or Subletting Consideration. Landlord and Tenant hereby agree that fifty percent (50%) of any rent or other economic consideration (including without limitation, payments for trade fixtures and personal property in excess of the fair market value thereof, stock, warrants, and options), less adjustments for operating costs for the sublease Premises, in excess of the Base Monthly Rent payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below) (i) realized by Tenant in connection with any Transfer by Tenant, and/or (ii) realized by a subtenant or any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such Subsequent Transferor, shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless of the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent Transferor. As used in this Section 17.B, “Reasonable Transfer Costs” shall mean the following costs, to the extent reasonably incurred in connection with the Transfer in question: (i) advertising costs, brokerage commissions and attorneys fees payable to unaffiliated third parties, and (ii) tenant improvement costs incurred solely in connection with such Transfer. Tenant’s obligation to pay over Landlord’s portion of the consideration constitutes an obligation for additional rent hereunder. The above provisions relating to Landlord’s right to terminate the Lease and relating to the allocation of excess rent are independently negotiated terms of the Lease which constitute a material inducement for the Landlord to enter into the Lease, and are agreed by the Parties to be commercially reasonable. No Transfer by Tenant shall relieve it of any obligation under this Lease. Any Transfer which conflicts with the provisions of this Lease shall be void.

Assignment or Subletting Consideration. Landlord and Tenant hereby agree that Landlord shall receive fifty percent (50%) of any rent or other economic consideration (including without limitationi) realized by Tenant under any sublease or assignment, payments for trade fixtures and personal property in excess or (ii) realized by any subtenant under any sub-sublease of the fair market value thereof, stock, warrants, and options), less adjustments for operating costs for the sublease Premises, in excess of (a) the Base Monthly Rent payable hereunder hereunder, (after deducting therefrom Reasonable Transfer Costs (defined belowb) (i) realized reasonable subletting and assignment costs incurred by Tenant in connection with any Transfer by Tenantincluding lease commissions, and/or (ii) realized by a subtenant attorneys fees, costs of demising or any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such Subsequent Transferor, shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless of otherwise preparing the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent Transferor. As used in this Section 17.B, “Reasonable Transfer Costs” shall mean the following costs, to the extent reasonably incurred in connection with the Transfer in question: (i) advertising costs, brokerage commissions and attorneys fees payable to unaffiliated third partiessublease space for occupancy, and (iic) tenant improvement costs incurred solely in connection with the unamortized cost of Tenant Improvements initially installed by Tenant provided such TransferTenant Improvements are specifically utilized by the subtenant or assignee. Tenant’s 's obligation to pay over Landlord’s 's portion of the consideration constitutes an obligation for additional rent hereunder. The above provisions relating to Landlord’s 's right to terminate the Lease and relating to the allocation of excess rent are independently negotiated terms of the Lease which constitute a material inducement for the Landlord to enter into the Lease, and are agreed by the Parties to be commercially reasonable. No Transfer assignment or subletting by Tenant shall relieve it of any obligation under this Lease. Any Transfer assignment or subletting which conflicts with the provisions of this Lease hereof shall be void.

Assignment or Subletting Consideration. Landlord and Tenant hereby agree that fifty percent (50%) of any rent or other economic consideration (including without limitation, payments for trade fixtures and personal property in excess of the fair market value thereof, stock, warrants, and options), less adjustments for operating costs for the sublease Premises, ) in excess of the Base Monthly Rent payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below) (i) realized by Tenant in connection with any Transfer by Tenant, and/or (ii) realized by Tenant in connection with any sublease, assignment, or other Transfer by a subtenant or any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such Subsequent Transferor), shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless of the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent TransferorTenant. As used in this Section 17.B, “"Reasonable Transfer Costs” " shall mean the following costs, to the extent reasonably incurred in connection with the Transfer in question: (i) advertising costs, costs and brokerage commissions and attorneys fees payable to unaffiliated third parties, and (ii) tenant improvement costs incurred solely in connection with such Transfer. Tenant’s 's obligation to pay over Landlord’s 's portion of the consideration constitutes an obligation for additional rent hereunder. The above provisions relating to Landlord’s right to terminate the Lease and relating to the allocation of excess rent are is an independently negotiated terms term of the Lease which constitute constitutes a material inducement for the Landlord to enter into the Lease, and are is agreed by the Parties to be commercially reasonable. No Transfer by Tenant shall relieve it of any obligation under this Lease. Any Transfer which conflicts with the provisions of this Lease shall be void.

Assignment or Subletting Consideration. Notwithstanding the provisions of Section above, Landlord and Tenant hereby agree that fifty percent (50%) of any rent or other economic consideration paid to Tenant through any assignment or sublet of the Project Site (including without limitation, payments for trade fixtures and personal property in excess of the fair market value thereof, stock, warrants, and options), less adjustments for operating costs for the sublease Premises, ) in excess of the Base Monthly Rent payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below) (i)) realized by Tenant in connection with any Transfer by TenantXxxxxx, and/or (ii) realized including any amounts received by Tenant from any subtenants or assignees of a subtenant or any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such Subsequent Transferor, shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless of the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent TransferorTenant. As used in this Section 17.BSection, “Reasonable Transfer Costs” shall mean the following costs, to the extent reasonably actually incurred in connection with the Transfer in question: (i) advertising costs, attorneys’ fees and brokerage commissions and attorneys fees payable to unaffiliated third parties, and (ii) tenant improvement Tenant’s costs of County-authorized alterations incurred solely in connection with such Transfer. In the case of a Transfer other than an assignment of Xxxxxx’s entire interest in the Lease and Project Site, Reasonable Transfer Costs shall be amortized on a straight line basis, without interest, over the initial term of the Transfer. Tenant’s obligation to pay over LandlordXxxxxxxx’s portion of the consideration constitutes an obligation for additional rent hereunderAdditional Rent under this Lease. The above provisions relating to LandlordXxxxxxxx’s right to terminate the Lease and relating to the allocation of excess rent are independently negotiated terms of the Lease which constitute a material inducement for the Landlord to enter into the Lease, and are agreed by the Parties to be commercially reasonable. No Transfer by Tenant shall relieve it of any obligation under this Lease. Any Transfer which conflicts with the provisions of this Lease shall be are void.

Assignment or Subletting Consideration. Landlord and Tenant hereby agree that fifty Fifty percent (50%) of any rent or other economic consideration (including without limitation, payments for trade fixtures and personal property in excess of the fair market value thereof, stock, warrants, and options), less adjustments for operating costs for the sublease Premises, ) in excess of the Base Monthly Rent payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below)) (i) realized by Tenant in connection with any Transfer by Tenant, and/or (ii) realized by a subtenant or any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such Subsequent Transferor, shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless of the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent Transferor. The foregoing shall not apply to a Permitted Transfer. As used in this Section 17.B, “Reasonable Transfer Costs” shall mean the following costs, to the extent reasonably incurred in connection with the Transfer in question: (i) advertising costs, costs and brokerage commissions and attorneys fees payable to unaffiliated third parties, and (ii) tenant improvement and legal costs incurred solely in connection with such Transfer. In the case of a Transfer other than an assignment of Tenant’s entire interest in the Lease and Premises, Reasonable Transfer Costs shall be amortized on a straight line basis, without interest, over the initial term of the Transfer. Tenant’s obligation to pay over Landlord’s portion of the consideration constitutes an obligation for additional rent hereunder. The above provisions relating to Landlord’s right to terminate the Lease and relating to the allocation of excess rent are independently negotiated terms of the Lease which constitute a material inducement for the Landlord to enter into the Lease, and are agreed by the Parties to be commercially reasonable. No Transfer by Tenant shall relieve it of any obligation under this Lease. Any Transfer which conflicts with the provisions of this Lease shall be voidvoidable by Landlord at any time following such Transfer.

Assignment or Subletting Consideration. Landlord and Tenant hereby agree that that during any renewal terms, fifty percent (50%) ), of any rent or other economic consideration (including without limitation, payments for trade fixtures and personal property in excess of the fair market value thereof, stock, warrants, and options), less adjustments for operating costs for the sublease Premises, ) in excess of the Base Monthly Rent (or if a gross sublease, inclusive of a credit for Additional Rent) payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below) (i) realized by Tenant in connection with any Transfer by Tenant, and/or (ii) realized by a subtenant or any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such Subsequent Transferor, shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless of the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent Transferor. As used in this Section 17.B, “Reasonable Transfer Costs” shall mean the following costs, unamortized (based on reasonable useful life) cost of Tenant Improvements or Alterations paid for by Tenant and all costs to the extent reasonably incurred in connection with the Transfer in question, including without limitation: (i) advertising costs, legal fees and brokerage commissions and attorneys fees payable to unaffiliated third parties, and (ii) tenant improvement costs incurred solely in connection with such Transfer. All Reasonable Transfer Costs shall be recovered by Tenant prior to payment of any excess Base Rent to Landlord. Tenant’s obligation to pay over Landlord’s portion of the consideration constitutes an obligation for additional rent hereunder. The above provisions relating to Landlord’s right to terminate the Lease and relating to the allocation of excess rent are independently negotiated terms of the Lease which constitute a material inducement for the Landlord to enter into the Lease, and are agreed by the Parties to be commercially reasonable. No Transfer by Tenant shall relieve it of any obligation under this Lease. Any Transfer which conflicts with the provisions of this Lease shall be void.

Assignment or Subletting Consideration. Landlord Any rent or other economic consideration realized by Tenant under any such sublease and assignment in excess of the rent payable hereunder (including an allocation of the purchase price attributable to Tenant's leasehold interest in the event of a sale of the Tenant's business), after the net unamortized cost of the Tenant hereby agree that Improvements for which Tenant has itself paid, and reasonable subletting and assignment costs (including, without limitation, tenant improvement costs, leasing commissions and advertising costs), shall be divided and paid fifty percent (50%) of any to Landlord and fifty percent (50%) to Tenant, provided, however, that to the extent such rent or other economic consideration (including without limitation, payments for trade fixtures and personal property in excess is greater than it would otherwise be as the result of the fair market value thereofPremises containing clean rooms, stock, warrants, and options), less adjustments for operating costs for the sublease Premises, in excess Tenant shall be entitled to retain one hundred percent (100%) of the Base Monthly Rent payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below) (i) realized by Tenant in connection with any Transfer by Tenant, and/or (ii) realized by a subtenant or any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment rent or other Transfer by such Subsequent Transferor, shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless of the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent Transferor. As used in this Section 17.B, “Reasonable Transfer Costs” shall mean the following costs, economic consideration attributable to the extent reasonably incurred in connection with the Transfer in question: (i) advertising costs, brokerage commissions and attorneys fees payable to unaffiliated third parties, and (ii) tenant improvement costs incurred solely in connection with such Transferclean rooms. Tenant’s 's obligation to pay over Landlord’s 's portion of the consideration constitutes shall constitute an obligation for additional rent hereunder. The above provisions relating to Landlord’s 's right to terminate the Lease and relating to the allocation of excess bonus rent are independently negotiated terms of the Lease which Lease, constitute a material inducement for the Landlord to enter into the Lease, and are agreed by as between the Parties parties to be commercially reasonable. No Transfer assignment or subletting by Tenant shall relieve it Tenant of any obligation under this Lease. Any Transfer assignment or subletting which conflicts with the provisions of this Lease hereof shall be void.

Assignment or Subletting Consideration. Notwithstanding the provisions of Section above, Landlord and Tenant hereby agree that fifty percent (50%) of any rent or other economic consideration paid to Tenant through any assignment or sublet of the Project Site (including without limitation, payments for trade fixtures and personal property in excess of the fair market value thereof, stock, warrants, and options), less adjustments for operating costs for the sublease Premises, ) in excess of the Base Monthly Rent payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below) (i)) realized by Tenant in connection with any Transfer by Tenant, and/or (ii) realized including any amounts received by Tenant from any subtenants or assignees of a subtenant or any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such Subsequent Transferor, shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless of the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent TransferorTenant. As used in this Section 17.BSection, “Reasonable Transfer Costs” shall mean the following costs, to the extent reasonably actually incurred in connection with the Transfer in question: (i) advertising costs, attorneys’ fees and brokerage commissions and attorneys fees payable to unaffiliated third parties, and (ii) tenant improvement Tenant’s costs of County-authorized alterations incurred solely in connection with such Transfer. In the case of a Transfer other than an assignment of Tenant’s entire interest in the Lease and Project Site, Reasonable Transfer Costs shall be amortized on a straight line basis, without interest, over the initial term of the Transfer. Tenant’s obligation to pay over Landlord’s portion of the consideration constitutes an obligation for additional rent hereunderAdditional Rent under this Lease. The above provisions relating to Landlord’s right to terminate the Lease and relating to the allocation of excess rent are independently negotiated terms of the Lease which constitute a material inducement for the Landlord to enter into the Lease, and are agreed by the Parties to be commercially reasonable. No Transfer by Tenant shall relieve it of any obligation under this Lease. Any Transfer which conflicts with the provisions of this Lease shall be are void.

Assignment or Subletting Consideration. Landlord and Tenant hereby agree that fifty percent (50%) of any rent or other economic consideration (including without limitation, payments for trade fixtures and personal property in excess of the fair market value thereof, stock, warrants, and options), less adjustments for operating costs for the sublease Premises, ) in excess of the Base Monthly Rent payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below) (i) realized by Tenant in connection with any Transfer by Tenant, Tenant and/or (ii) profit realized by a subtenant or any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such Subsequent Transferor, shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless of the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent Transferor. As used in this Section 17.B30(B), “Reasonable Transfer Costs” shall mean the following costs, to the extent reasonably incurred in connection with the Transfer in question: (i) advertising costs, costs and brokerage commissions and attorneys reasonable attorneys’ fees payable to unaffiliated third parties, and (ii) tenant improvement costs the cost of Alterations incurred solely in connection with such Transfer; (iii) the unamortized portion of the amount paid by Tenant for assets specifically utilized by a transferee in such Transfer; and (iv) all other reasonable costs incurred by Tenant in connection the Transfer (including, for example, costs for janitorial services provided to the transferee). In the case of a Transfer other than an assignment of Tenant’s entire interest in the Lease and Premises, Reasonable Transfer Costs shall be amortized on a straight line basis, without interest, over the initial term of the Transfer. Tenant’s obligation to pay over Landlord’s portion of the consideration constitutes an obligation for additional rent hereunder. The above provisions relating to Landlord’s right to terminate the Lease and relating to the allocation of excess rent are independently negotiated terms of the Lease which constitute a material inducement for the Landlord to enter into the Lease, and are agreed by the Parties to be commercially reasonable. No Transfer by Tenant shall relieve it of any obligation under this Lease. Any Transfer which conflicts with the provisions of this Lease shall be void.

Assignment or Subletting Consideration. Landlord During the first twenty four (24) months of the Lease Term, all rent or other economic consideration realized by Tenant under any sublease and Tenant hereby agree that assignment shall be retained by Tenant. Thereafter, except for Permitted Transfers such excess rents shall be divided and paid fifty percent (50%) of any rent or other economic to Landlord and fifty percent (50%) to Tenant. For this purpose, "excess rents" shall mean the amount by which the consideration (including without limitation, payments for trade fixtures and personal property in excess of the fair market value thereof, stock, warrants, and options), less adjustments for operating costs for the sublease Premises, in excess of the Base Monthly Rent payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below) (i) realized actually received by Tenant in connection with any Transfer by Tenant, and/or (ii) realized by a subtenant sublease or any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such Subsequent Transferor, shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless exceeds the sum of the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent Transferor. As used in this Section 17.B, “Reasonable Transfer Costs” shall mean the following costs, to the extent reasonably incurred in connection with the Transfer in questionfollowing: (i) advertising costsall amounts payable under this Lease as Rent (prorated on a per square foot basis in case of a partial subletting of the Premises), brokerage commissions and attorneys fees payable to unaffiliated third parties(ii) all costs of improving the Premises (or the affected portion thereof) for occupancy by the subtenant or assignee, and (iiiii) tenant improvement costs leasing commissions, marketing costs, architects' fees, attorneys' fees and other customary expenses reasonably incurred solely by Tenant in connection with such Transferconsummating the assignment or sublease and/or in enforcing Tenant's rights thereunder. Tenant’s 's obligation to pay over Landlord’s 's portion of the consideration excess rents constitutes an obligation for additional rent hereunder. The above provisions relating to Landlord’s right to terminate the Lease and relating to the allocation of excess bonus rent are independently negotiated terms of the Lease which constitute a material inducement for the Landlord to enter into the Lease, and are agreed by the Parties parties to be commercially reasonable. No Transfer assignment or subletting by Tenant shall relieve it of any obligation under this Lease. Any Transfer assignment or subletting which conflicts with the provisions of this Lease hereof shall be void.

Assignment or Subletting Consideration. Landlord and Tenant hereby agree that fifty percent (50%) of any rent or other economic consideration (not including without limitation, any payments for trade fixtures and Tenant's furniture or other personal property in excess owned by Tenant, any payment for utilities or for other office services provided by Tenant); (i) realized by Tenant under any sublease or assignment, or (ii) realized by any subtenant under any sub-sublease of the fair market value thereof, stock, warrants, and options), less adjustments for operating costs for the sublease Premises, in excess of the Base Monthly Rent payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below) (i) realized by Tenant in connection with any Transfer by Tenantreasonable subletting and assignment costs directly related to such sublease or assignment including lease commissions, and/or (ii) realized by a subtenant attorneys fees, costs of demising or any other person otherwise preparing the sublease space for occupancy, and the unamortized cost of Alterations applicable to the space so sublet or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such Subsequent Transferorassigned, shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless of the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent Transferor. As used in this Section 17.B, “Reasonable Transfer Costs” shall mean the following costs, to the extent reasonably incurred in connection with the Transfer in question: (i) advertising costs, brokerage commissions and attorneys fees payable to unaffiliated third parties, and (ii) tenant improvement costs incurred solely in connection with such TransferLandlord. Tenant’s 's obligation to pay over Landlord’s 's portion of the consideration constitutes an obligation for additional rent hereunder. The above provisions relating to Landlord’s 's right to terminate the Lease and relating to the allocation of excess rent are independently negotiated terms of the Lease which constitute a material inducement for the Landlord to enter into the Lease, and are agreed by the Parties to be commercially reasonable. No Transfer assignment or subletting by Tenant shall relieve it of any obligation under this Lease. Any Transfer assignment or subletting which conflicts with the provisions of this Lease hereof shall be void.

Assignment or Subletting Consideration. Landlord Except for Permitted Transfers, all rent or other economic consideration realized by Tenant under any sublease and Tenant hereby agree that assignment shall be divided and paid fifty percent (50%) of any rent or other economic to Landlord and fifty percent (50%) to Tenant. For this purpose, "excess rents" shall mean the amount by which the consideration (including without limitation, payments for trade fixtures and personal property in excess of the fair market value thereof, stock, warrants, and options), less adjustments for operating costs for the sublease Premises, in excess of the Base Monthly Rent payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below) (i) realized actually received by Tenant in connection with any Transfer by Tenant, and/or (ii) realized by a subtenant sublease or any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such Subsequent Transferor, shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless exceeds the sum of the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent Transferor. As used in this Section 17.B, “Reasonable Transfer Costs” shall mean the following costs, to the extent reasonably incurred in connection with the Transfer in questionfollowing: (i) advertising costsall amounts payable under this Lease as Rent (prorated on a per square foot basis in case of a partial subletting of the Premises), brokerage commissions and attorneys fees payable to unaffiliated third parties(ii) all costs of improving the Premises (or the affected portion thereof) for occupancy by the subtenant or assignee, and (iiiii) tenant improvement costs leasing commissions, marketing costs, architects' fees, attorneys' fees and other customary expenses reasonably incurred solely by Tenant in connection with such Transferconsummating the assignment or sublease and/or in enforcing Tenant's rights thereunder. Tenant’s 's obligation to pay over Landlord’s 's portion of the consideration excess rents constitutes an obligation for additional rent hereunder. The above provisions relating to Landlord’s right to terminate the Lease and relating to the allocation of excess bonus rent are independently negotiated terms of the Lease which constitute a material inducement for the Landlord to enter into the Lease, and are agreed by the Parties parties to be commercially reasonable. No Transfer assignment or subletting by Tenant shall relieve it of any obligation under this Lease. Any Transfer assignment or subletting which conflicts with the provisions of this Lease hereof shall be void.

Assignment or Subletting Consideration. If Tenant shall assign, sublease or otherwise transfer all or any portion of the Premises to a party other than Tenant Affiliate (as defined in 29.E below), Landlord and Tenant hereby agree that fifty percent (50%) of shall evenly divide any rent or other economic consideration (including without limitationpaid to Tenant in connection with such assignment, payments for trade fixtures and personal property sublease or other transfer which is in excess of the fair market value thereofbase rent due under this Lease, stock, warrants, and options), less adjustments for operating costs after first deducting out for the sublease Premises, in excess Tenant's account the cost of the Base Monthly Rent payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below) (i) realized broker's commissions paid by Tenant in connection with any Transfer by Tenant, and/or regard to the transfer; (ii) realized legal fees; (iii) the cost of improvements made to the Premises at Tenant's expense to the extent such improvements increase the rent paid under the sublease over that which would have been paid without such improvements; (iv) any tenant improvements made by a subtenant or any other person or entity Tenant at Tenant's expense for the purpose of transfer; (other than Tenantv) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such Subsequent Transferor, shall be all rent paid by Tenant to Landlord promptly after while the Premises were vacant prior to such amounts are paid to transfer; and (vi) any other expenses incurred by Tenant in effectuating the transfer. The terms of this section shall survive the expiration or a Subsequent Transferor, regardless earlier termination of the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent Transferor. As used in this Section 17.B, “Reasonable Transfer Costs” shall mean the following costs, to the extent reasonably incurred in connection with the Transfer in question: (i) advertising costs, brokerage commissions and attorneys fees payable to unaffiliated third parties, and (ii) tenant improvement costs incurred solely in connection with such Transfer. Tenant’s obligation to pay over Landlord’s portion of the consideration constitutes an obligation for additional rent hereunderLease. The above provisions relating to Landlord’s right to terminate the Lease and provision relating to the allocation of excess bonus rent are independently negotiated terms of the Lease which Lease, constitute a material inducement for the Landlord to enter into the Lease, and are agreed by as between the Parties parties to be commercially reasonable. No Transfer assignment or subletting by Tenant shall relieve it Tenant of any obligation under this Lease. Any Transfer assignment or subletting which conflicts with the provisions of this Lease hereof shall be void.

Assignment or Subletting Consideration. Landlord and Tenant hereby agree that fifty percent (50%) of any rent or other economic consideration (including without limitation, payments for trade fixtures and personal property in excess of the fair market value thereof, stock, warrants, and options), less adjustments for operating costs for the sublease Premises, ) in excess of the Base Monthly Rent payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below) (i) realized by Tenant in connection with any Transfer by Tenant, and/or (ii) realized by a subtenant or any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such Subsequent Transferor, shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless of the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent Transferor. As used in this Section 17.B, “Reasonable Transfer Costs” shall mean the following costs, all costs to the extent reasonably incurred in connection with the Transfer in question, including without limitation: (i) advertising costs, legal fees and brokerage commissions and attorneys fees payable to unaffiliated third parties, and (ii) tenant improvement costs incurred solely in connection with such Transfer. All Reasonable Transfer Costs shall be recovered by Tenant prior to payment of any excess Base Rent to Landlord. Tenant’s obligation to pay over Landlord’s portion of the consideration constitutes an obligation for additional rent hereunder. The above provisions relating to Landlord’s right to terminate the Lease and relating to the allocation of excess rent are independently negotiated terms of the Lease which constitute a material inducement for the Landlord to enter into the Lease, and are agreed by the Parties to be commercially reasonable. No Transfer by Tenant shall relieve it of any obligation under this Lease. Any Transfer which conflicts with the provisions of this Lease shall be void.

Assignment or Subletting Consideration. Landlord and Tenant hereby agree that fifty percent (50%) of any rent or other economic consideration (including without limitation, payments for trade fixtures and personal property in excess of the fair market value thereof, stock, warrants, and options)options)related to the Premises, less adjustments for operating costs for the sublease Premises, Premises in excess of the Base Monthly Rent payable hereunder (after deducting therefrom Reasonable Transfer Costs (defined below)) (i) realized by Tenant in connection with any Transfer by Tenant, and/or (ii) realized by a subtenant or any other person or entity (other than Tenant) (any such subtenant, person or entity being a “Subsequent Transferor”) in connection with a sublease, assignment or other Transfer by such Subsequent Transferor, shall be paid by Tenant to Landlord promptly after such amounts are paid to Tenant or a Subsequent Transferor, regardless of the amount of subrent the Subsequent Transferor pays to Tenant or any prior Subsequent Transferor. As used in this Section 17.B, “Reasonable Transfer Costs” shall mean the following costs, to the extent reasonably incurred in connection with the Transfer in question: (i) advertising costs, brokerage commissions and attorneys fees payable to unaffiliated third parties, and (ii) tenant improvement costs incurred solely in connection with such Transfer. Tenant’s obligation to pay over Landlord’s portion of the consideration constitutes an obligation for additional rent hereunder. The above provisions relating to Landlord’s right to terminate the Lease and relating to the allocation of excess rent are independently negotiated terms of the Lease which constitute a material inducement for the Landlord to enter into the Lease, and are agreed by the Parties to be commercially reasonable. No Transfer by Tenant shall relieve it of any obligation under this Lease. Any Transfer which conflicts with the provisions of this Lease shall be void.