Common use of Permitted Transfer Clause in Contracts

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this Article 11.02 "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's ’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "“Permitted Transferee"”). For the purpose of this Article 11.02 "“control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. 8.5.1 Notwithstanding anything to the contrary contained in Section 11.01 abovethis Sublease or the Master Lease, Tenant shall have Subtenant may enter into any of the right, following transfers (a "Permitted Transfer") without Landlord's prior written consent, but upon ten : (101) days prior notice to Landlord, to (a) sublet Subtenant may sublease all or part of the Leased Subleased Premises or assign its interest in the Sublease to any related corporation or other entity which controls Tenantcontrols, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenantby, or is under common control with Tenant, or the Subtenant; (2) Subtenant may assign its interest in the Sublease to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this Article 11.02 "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those other entity which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting results from a merger, consolidation, consolidation or other reorganization in which Subtenant is not the surviving corporation; (3) Subtenant may assign the Sublease to a transfer of partnership corporation or membership interests, a stock transfer, other entity which purchases or any sale of otherwise acquires all or substantially all of the assets of Tenant that do not meet Subtenant at the requirements of this Section 11.02 shall be deemed an assignment Subleased Premises; (4) Subtenant may reincorporate in another jurisdiction or reconstitute and convert to a different form, such as converting from a corporation to a limited liability company; and (5) Subtenant may sell its shares for the initial issuance or transfer of shares in Subtenant in connection with its public offering on a national stock exchange or a regularly traded over-the-counter market and quoted on NASDAQ or shares that requires Landlord's prior written consent pursuant may be traded publicly subsequent thereto, provided: (a) Subtenant is not in default under this Sublease beyond applicable cure periods; (b) if such proposed transferee is a successor to Section 11.01 above. Notwithstanding anything to Subtenant by purchase, merger, consolidation or reorganization, the contrary contained in this Lease, if Tenant transfers either this Lease continuing or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") surviving entity shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then own all or substantially all of the Rights collectively assets of Subtenant and shall transfer have a net worth which is at least equal to only one Subtenant's net worth at the date of the Permitted Transferees, but not both Transfer; (c) such proposed transferee operates the business in the Subleased Premises for the use described in this Sublease and upon transfer no other purpose; and (d) in no event shall any Permitted Transfer release or relieve Subtenant from any of the Lease to a Permitted Transferee, Tenant will provide its obligations under this Sublease. Subtenant shall give Master Landlord written notice to Landlord of which any such Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such noticeTransfer.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon ten (10) days days’ prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) provided that the tangible net worth of the successor entity after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant, assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged merged, reorganized or consolidated or which acquires all or substantially all of Tenant's ’s stock, assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's ’s or any of its affiliates’ stock on the New York Stock Exchange or in Exchange, the NASDAQ over the counter market, (d) engage in debt market or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant other nationally recognized securities exchange (any such entity hereinafter referred to as a "“Permitted Transferee"”). For the purpose of this Article 11.02 "11 and Section 17.01(a), (i) “control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph Section 11.02 is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon not less than ten (10) days days’ prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's ’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of Tenant’s successor entity after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "“Permitted Transferee"”). For the purpose of this Article 11.02 "11 (i) “control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, ’s stock; provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity is hereinafter referred to as a "“Permitted Transferee"”; and any transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”). For the purpose of this Article 11.02 "11 (i) “control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. i.e., assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any A change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant shall be deemed a Permitted Transfer if the tangible net worth of Tenant after any such transaction is not less than the tangible net worth of Tenant as of the date hereof. Any change of control of Tenant that do does not meet the requirements of this Section 11.02 in the preceding sentence shall be deemed an assignment or transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained For purposes of clarification, nothing in this LeaseArticle 11 restricts Tenant’s ability to conduct an IPO, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the nor shall Landlord have any consent rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such noticerespect thereto.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's consent, but upon not less than ten (10) days days' prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant Tenant, or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the over-the-counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of Tenant’s successor entity after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this Article 11.02 11 (i) "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents patents, and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon ten (10) days days’ prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which that controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's ’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "“Permitted Transferee"”). For the purpose of this Article 11.02 "11 (i) “control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.Default

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon notice to Landlord given within ten (10) days prior of the earlier to occur of consummation of the transaction or when such notice would otherwise be permissible under law and the documents pursuant to Landlordwhich the transaction is being consummated, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's ’s stock on the New York Stock Exchange or in the NASDAQ over the counter market; provided, (d) engage in debt or equity financinghowever, provided that in the event of a transfer pursuant to clause (a) or (b), after such transaction the Tenant’s tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof $50,000,000; and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity is hereinafter referred to as a "“Permitted Transferee"”; and any transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”). For the purpose of this Article 11.02 "11 (i) “control" ” shall mean ownership voting control — via legal, beneficial or equitable ownership; a voting agreement; or otherwise — of not less than fifty securities of (or other interest in) the organization having at least fifty-one percent (5051%) of all the ownership and voting stock power of the organization’s board of directors or legal and equitable interest in such corporation or entity, comparable governing body and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. i.e., assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any A change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant shall be deemed a Permitted Transfer if after any such transaction the tangible net worth of Tenant is not less than $50,000,000. Any change of control of Tenant that do does not meet the requirements of this Section 11.02 set forth herein shall be deemed an assignment or transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's ’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, market (d) engage in debt or equity financingeach such transaction being hereafter referred to as a “Permitted Transfer”), provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "“Permitted Transferee"”). For the purpose of this Article 11.02 "11 (i) “control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this LeaseLease except as otherwise provided herein. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything herein to the contrary contained in this Leasecontrary, if Tenant transfers either this Lease is free to sublet all or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all any portion of the Rights collectively shall transfer to only one ground floor of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights Leased Premises and Landlord shall have not be entitled to withhold its consent based on Section 11.01(b)(iii) above. In connection with a right Permitted Transfer that otherwise complies with the terms of Section 11.02(b) and is in the nature of an asset purchase, Tenant may, at its election, provide to rely upon Landlord the financial statements and long term business plan of such noticethird party assignee and may request that Landlord agree in writing to release Tenant from its obligations under this Lease arising from and after the date of such assignment. Landlord shall not unreasonably withhold, condition, or delay such written release and shall grant such written release provided that the financial statements of such third party reflect a materially stronger current and long term financial position than that of Tenant as of the date of this Lease.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's ’s stock, assets or property, including an acquisition by Tenant of the shares of its own stock; or (c) effectuate any public offering of Tenant's ’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, market or any internationally recognized stock exchange; or (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b) or (d), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "“Permitted Transferee"”). For the purpose of this Article 11.02 "11 (i) “control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, ’s stock; provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity is hereinafter referred to as a "“Permitted Transferee"”; and any transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”). For the purpose of this Article 11.02 "11 (i) “control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. i.e., assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any A change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant shall be deemed a Permitted Transfer if the tangible net worth of Tenant after any such transaction is not less than the tangible net worth of Tenant as of the date hereof. Any change of control of Tenant that do does not meet the requirements of this Section 11.02 in the preceding sentence shall be deemed an assignment or transfer that requires Landlord's Xxxxxxxx’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained For purposes of clarification, nothing in this LeaseArticle 11 restricts Tenant’s ability to conduct an IPO, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the nor shall Landlord have any consent rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such noticerespect thereto.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's ’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof of the transfer, and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "“Permitted Transferee"”). For the purpose of this Article 11.02 "11 (i) “control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. 8.5.1 Notwithstanding anything to the contrary contained in Section 11.01 abovethis Sublease or the Master Lease, Tenant shall have Subtenant may enter into any of the right, following transfers (a "Permitted Transfer") without Landlord's prior written consent, but upon ten : (101) days prior notice to Landlord, to (a) sublet Subtenant may sublease all or part of the Leased Subleased Premises or assign its interest in the Sublease to any related corporation or other entity which controls Tenantcontrols, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenantby, or is under common control with Tenant, or the Subtenant; (2) Subtenant may assign its interest in the Sublease to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this Article 11.02 "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those other entity which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting results from a merger, consolidation, consolidation or other reorganization in which Subtenant is not the surviving corporation; (3) Subtenant may assign the Sublease to a transfer of partnership corporation or membership interests, a stock transfer, other entity which purchases or any sale of otherwise acquires all or substantially all of the assets of Tenant that do not meet Subtenant at the requirements of this Section 11.02 shall be deemed an assignment Subleased Premises; (4) Subtenant may reincorporate in another jurisdiction or reconstitute and convert to a different form, such as converting from a corporation to a limited liability company; and (5) Subtenant may sell its shares for the initial issuance or transfer of shares in Subtenant in connection with its public offering on a national stock exchange or a regularly traded over-the- counter market and quoted on NASDAQ or shares that requires Landlord's prior written consent pursuant may be traded publicly subsequent thereto, provided: (a) Subtenant is not in default under this Sublease beyond applicable cure periods; (b) if such proposed transferee is a successor to Section 11.01 above. Notwithstanding anything to Subtenant by purchase, merger, consolidation or reorganization, the contrary contained in this Lease, if Tenant transfers either this Lease continuing or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") surviving entity shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then own all or substantially all of the Rights collectively assets of Subtenant and shall transfer have a net worth which is at least equal to only one Subtenant's net worth at the date of the Permitted Transferees, but not both Transfer; (c) such proposed transferee operates the business in the Subleased Premises for the use described in this Sublease and upon transfer no other purpose; and (d) in no event shall any Permitted Transfer release or relieve Subtenant from any of the Lease to a Permitted Transferee, Tenant will provide its obligations under this Sublease. Subtenant shall give Master Landlord written notice to Landlord of which any such Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such noticeTransfer.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 abovethis Article 13, Tenant shall have the right, without Landlord's ’s consent, but upon ten (10) business days prior written notice to Landlord, including all information required by this Section 13.03 (unless legally or contractually prohibited from doing so in which case such notice shall be provided be provided within three (3) days after such Transfer), to (a) sublet all or part of the Leased Premises to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property; (b) assign all or any part of this Lease to any entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, including an acquisition is controlled by Tenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of shares of its own stockTenant’s assets or property; or (c) effectuate any public offering of Tenant's ’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financingNASDAQ, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of the transferee after any such transaction is not less than the tangible net worth of Tenant as of the date hereof Effective Date and provided further that such successor entity assumes in writing all of the obligations and liabilities of Tenant under this Lease (any such entity hereinafter referred to as a "“Permitted Transferee"” and a Transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”). For the purpose of this Article 11.02 "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity13, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a an Event of Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do does not meet the requirements of this Section 11.02 13.03 shall be deemed an assignment or transfer a Transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 13.02 above. Notwithstanding anything to the contrary contained in this LeaseArticle 13, if in no event shall any Transfer be deemed a Permitted Transfer unless Tenant transfers either this Lease or designates in writing at the lease for time of notice of such Permitted Transfer that the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) Transfer constitutes a Permitted Transfer and provides information with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this Article 11.02 11 (i) "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon ten (10) days days’ prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's ’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "“Permitted Transferee"”). For the purpose of this Article 11.02 "11 (i) “control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, right without Landlord's consent, but upon ten (10) days days' prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this Article 11.02 11 (i) "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell shall corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's consent, but upon ten (10) days days' prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to (x) any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or (y) to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, assets or property, including an acquisition by Tenant of shares of its own stockor (z) to Target Corporation; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this Article 11.02 11 (i) "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's ’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "“Permitted Transferee"”). For the purpose of this Article 11.02 "11 (i) “control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises or assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof $50 million and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "Permitted Transferee"). The Permitted Transferee in all events must assume all of the obligations and liabilities of Tenant hereunder. For the purpose of this Article 11.02 11 (i) "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest have the same meaning as defined in such corporation or entityfederal securities laws, and (ii) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this Article 11.02 "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "“Rights"”) shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's consent’s consent and without Landlord having the right to terminate the Lease as to the proposed subleased or assigned space as provided in Section 11.01 above, but upon ten (10) days days’ prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease Lease” to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's ’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer to a successor pursuant to clause (b), the tangible net worth of the successor after any such transaction is not less than the tangible net worth of Tenant as of the date hereof of such transfer and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity described in this clause (c) or (a) or (b) above hereinafter referred to as a "“Permitted Transferee"”). , For the purpose of this Article 11.02 "Article...11 (i) “control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's ’s stock on the Swiss Exchange, New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "“Permitted Transferee"”). For the purpose of this Article 11.02 "11 (i) “control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's consent, but upon ten (10I0) days days' prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this Article 11.02 II, (i) "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon not less than ten (10) days days’ prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's ’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of Tenant’s successor entity after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all al! of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "“Permitted Transferee"”). For the purpose of this Article 11.02 "11 (i) “control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. i.e., assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended Intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally Intentionally avoid its obligations under this Lease (for example, transferring its interest Interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all al of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's consent, but upon ten seven (107) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; or (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of the successor entity after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "Permitted Transferee"). For the purpose of this Article 11.02 11, (i) "control" shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "tangible net worth" shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any Tenant shall remain primarily liable hereunder and any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph Section 11.02 is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any A change in of control (as defined above) of Tenant resulting from a mergerstock transfer shall constitute an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above, unless Tenant is an entity whose outstanding stock is listed on a recognized securities exchange, or if at least 80% of Tenant's voting stock is owned by another entity, the voting stock of which is so listed. Notwithstanding the preceding sentence, a change of control (as defined above) of Tenant resulting from a merger or consolidation, or a transfer of partnership or membership interests, a stock transfer, or from any sale of substantially all of the assets of Tenant Tenant, that do not meet the requirements of this Section 11.02 shall be deemed constitute an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such notice.ARTICLE 12 -

Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord's ’s consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's stock, ’s assets or property, including an acquisition by Tenant of shares of its own stock; or (c) effectuate any public offering of Tenant's ’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, (d) engage in debt or equity financing, provided that in the event of a transfer pursuant to clause (b), the tangible net worth after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a "“Permitted Transferee"”). For the purpose of this Article 11.02 "11, (i) “control" ” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) "“tangible net worth" ” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord's ’s prior written consent pursuant to Section 11.01 above. Notwithstanding anything to the contrary contained in this Lease6 LEASE AGREEMENT SUNWEST OFFICE PARK, if Tenant transfers either this Lease or the lease for the 0000 Xxxx Xxxxxxxxx Xxxxxxx (but not both leases) as permitted in Section 11.02, then the rights in Sections 17.03, 17.04, 17.05, and 17.06 (the "Rights") shall remain with Tenant. If Tenant has transferred both leases to two different Permitted Transferees, then all of the Rights collectively shall transfer to only one of the Permitted Transferees, but not both and upon transfer of the Lease to a Permitted Transferee, Tenant will provide written notice to Landlord of which Permitted Transferee shall have the Rights and Landlord shall have a right to rely upon such noticeLLC.