Common use of Subleased Premises Clause in Contracts

Subleased Premises. Sublessor hereby subleases to Sublessee, upon the terms and conditions set forth herein, a portion of the Master Premises consisting of the portion of the Master Premises occupied by Sublessee’s employees as of the Commencement Date (the “Subleased Premises”). In connection with its use of the Subleased Premises, Sublessee shall also have the right to use in common with Sublessor, the hallways, stairways, restrooms and other areas of the Master Premises that may be reasonably necessary for Sublessee’s use of the Subleased Premises (the “Shared Areas”). Sublessee shall have no right to enter, and shall use commercially reasonable efforts to prevent its employees, agents, contractors, licensees and invitees from entering, portions of the Master Premises other than the Subleased Premises and the Shared Areas; provided, however, that this Sublease shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessor, as the case may be, shall promptly inform the other party of such discovery, and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. Notwithstanding the foregoing, (i) the Subleased Premises may be adjusted from time to time based on the mutual agreement of the parties and (ii) Sublessee shall have the right to surrender any portion of the Subleased Premises to Sublessor at anytime during the Term of this Sublease, and, upon any such adjustment or partial surrender, the Base Rent and Additional Rent (as defined below) shall be proportionately adjusted.

Subleased Premises. Sublessor (a) Subject to the written consent of Prime Landlord, Sublandlord hereby subleases to SublesseeSubtenant, upon and Subtenant hereby subleases from Sublandlord, the terms and conditions set forth hereinSubleased Premises. Additionally, a portion Subtenant is hereby granted the nonexclusive right to use the common areas of the Master Premises consisting Building to the extent of Sublandlord’s rights to use of the portion of same pursuant to the Master Premises occupied by Sublessee’s employees as of Prime Lease, in common with other tenants in the Commencement Date Building (collectively, the “Subleased PremisesCommon Areas”), each throughout the Term (as defined in Section 3). In connection with Subtenant covenants that its use of the Subleased PremisesPremises and Common Areas shall at all times comply with any and all terms, Sublessee shall also have the right to use in common with Sublessor, the hallways, stairways, restrooms conditions and other areas provisions of the Master Prime Lease and with any rules and regulations established by Prime Landlord and Sublandlord from time to time pursuant to the Prime Lease. The Subleased Premises shall not be subject to measurement or adjustment during the Term except due to physical changes to the square footage (e.g. due to casualty or condemnation). (b) Sublandlord and Subtenant acknowledge and agree that may be reasonably necessary for Sublessee’s use Subtenant is currently a licensee of a portion of the Subleased Premises (pursuant to the “Shared Areas”). Sublessee shall have no right to enterLicense, and shall use commercially reasonable efforts to prevent its employees, agents, contractors, licensees and invitees from entering, portions has therefore examined such portion of the Master Premises other than the Subleased Premises and is familiar with the Shared Areas; provided, however, that this Sublease same. Sublandlord shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessor, as the case may be, shall promptly inform the other party of such discoverydeliver, and Subtenant shall holdaccept, the Subleased Premises, upon and subject to the terms and conditions herein set forth, and use reasonable efforts otherwise in its “AS IS, WHERE IS AND WITH ALL FAULTS” condition. Except as otherwise provided in this Sublease, Subtenant hereby waives all warranties, whether express or implied (including warranties of merchantability or fitness for a particular purpose), with respect to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. Notwithstanding the foregoing, (i) the Subleased Premises or any furniture, fixtures and equipment located therein. (c) Subtenant acknowledges and agrees that no representations or warranties, express or implied, have been made by or on behalf of the Sublandlord with respect to the condition of the Subleased Premises, compliance with any Laws, statutes, or regulations, including, but not limited to, the Americans with Disabilities Act of 1991, 42 USC § 1201 et seq. and all regulations applicable thereto promulgated as of the date hereof (collectively “ADA”), or the use or occupation that may be adjusted from time made thereof, all of which are hereby expressly disclaimed by Sublandlord and waived by Subtenant, and that Sublandlord shall in no event whatsoever be liable for any latent defects in the Subleased Premises or in the furniture, furnishings, fixtures, or equipment therein. Sublandlord have no obligation for completing any alterations, improvements, repairs or decorations to time based on the mutual agreement of the parties and (ii) Sublessee shall have the right to surrender all or any portion of the Subleased Premises Premises, or provide an allowance for the same or any other reason, either prior to Sublessor at anytime the Commencement Date or during the Term term of this Sublease, andor any extension thereof. (d) Provided that Subtenant is not in default of this Sublease beyond any applicable notice and cure periods, upon Subtenant shall peaceably and quietly hold and enjoy the Subleased Premises for the Term, without hindrance from Sublandlord or any such adjustment party claiming by, through, or partial surrenderunder Sublandlord, subject to the Base Rent terms and Additional Rent conditions of this Sublease and the underlying Prime Lease, where applicable. (as defined belowe) The parties agree to the following allocation of risk with respect to their use of the Shared Areas: (i) Notwithstanding anything to the contrary in the Sublease, (i) Subtenant shall be proportionately adjustedresponsible for, and shall indemnify, defend and hold Sublandlord harmless against any damage, injury, or claims caused by or attributable to Subtenant, its agents, employees, representatives, or contractors in the Shared Area, and (ii) Sublandlord shall be responsible for, and shall indemnify, defend and hold Subtenant harmless against any damage, injury, or claims caused by or attributable to Sublandlord, its agents, employees, representatives, or contractors in the Shared Area. (ii) In the event of damage, injury, or claims arising from circumstances where both Subtenant and Sublandlord, or their respective agents, employees, representatives, or contractors, are found to be contributory, liability shall be allocated between Subtenant and Sublandlord on a proportionate basis, reflective of each party's contribution to the fault as determined by a mutually agreed upon mediator, or, absent such agreement, by a court of competent jurisdiction. Both parties agree to negotiate in good faith to establish the degree of fault and corresponding liability. (iii) Subtenant’s obligation to decommission the Subleased Premises in accordance with the requirements of the Prime Lease shall not be deemed to require Subtenant to perform decommissioning work on the Shared Area. (iv) Subtenant’s obligation to repair and maintain the Subleased Premises in accordance with the terms and conditions of the Prime Lease attributable to the Subleased Premises shall not be deemed to require Subtenant to repair or maintain the Shared Area, except to the extent of damage caused by Subtenant or its agents, employees, representatives, or contractors, and provided that Subtenant pays Subtenant’s proportionate shares of the Pass Through Costs for the cost of janitorial services for the Shared Space as reflected on Exhibit C.

Subleased Premises. Sublessor Tenant hereby subleases to Sublessee, upon Subtenant on the terms and conditions set forth herein, a portion of in this Sublease the Master Premises consisting of the portion of the Master Premises occupied by Sublessee’s employees as of the Commencement Date (the “Subleased Premises”). In connection with Subtenant accepts the Subleased Premises in their present “As-Is” condition and shall be responsible, at its cost and expense, for all alterations, improvements, additions and other work desired for its use and occupancy of the Subleased Premises, Sublessee except as specifically stated in this Sublease. For the avoidance of doubt, Tenant shall also have no obligation whatsoever to make or pay the right cost of any alterations, improvements or repairs to use in common the Subleased Premises, including, without limitation, any improvement or repair required to comply with Sublessorany law, regulation, building code or ordinance (including the hallwaysADA). In addition, stairways, restrooms and Tenant shall have no obligation to perform any repairs or any other areas obligation of Master Landlord required to be performed by Master Landlord under the terms of the Master Premises that may be reasonably necessary Lease and Subtenant shall look solely to Master Landlord for Sublessee’s use performance of said obligations. Tenant shall, however, request performance of the Subleased Premises (the “Shared Areas”). Sublessee shall have no right same in writing from Master Landlord promptly after being requested to enterdo so by Subtenant, and shall use Tenant’s commercially reasonable efforts (which shall not include the institution of legal proceedings by Tenant, but which may include allowing Subtenant, at Subtenant’s sole cost and expense, to prevent its employeesinstitute legal proceedings in Tenant’s name (if necessary), agentsby attorneys approved by Tenant, contractorswhich approval shall not be unreasonably withheld, licensees conditioned or delayed) to obtain Master Landlord’s performance. Tenant hereby assigns to Subtenant, for so long as this Sublease shall be in force and invitees from enteringeffect, portions any and all rights of Tenant under the Master Premises other than Lease with respect to the Subleased Premises and the Shared Areas; provided, however, that this Sublease shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for the delivery causes of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts action which Tenant may have against Master Landlord with respect to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessor, as the case may be, shall promptly inform the other party of such discovery, and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. Notwithstanding the foregoing, (i) the Subleased Premises may be adjusted from time due to time based on default by Master Landlord under the mutual agreement of the parties and (ii) Sublessee shall have the right to surrender any portion of the Subleased Premises to Sublessor at anytime during the Term of this Sublease, and, upon any such adjustment or partial surrender, the Base Rent and Additional Rent (as defined below) shall be proportionately adjustedMaster Lease.

Subleased Premises. Sublessor Subject to the terms of this Sublease, Sublandlord hereby subleases to SublesseeSubtenant, upon and Subtenant hereby subleases from Sublandlord the terms Premises in its entirety, together with the right to exercise, in common with Sublandlord and conditions set forth hereinothers entitled thereto, a portion Sublandlord’s right to use the Common Areas (as defined in the Master Lease) of the Master Premises consisting of Building and the portion of Project under the Master Premises occupied by SublesseeLease necessary or appropriate to Subtenant’s employees as of the Commencement Date (the “Subleased Premises”). In connection with its use of the Subleased Premises, Sublessee shall also have subject to the right to use in common with Sublessor, the hallways, stairways, restrooms and other areas terms of the Master Premises Lease and any rules and regulations established from time to time by Master Landlord with respect to the use of such Common Areas. The parties hereto agree that may be reasonably necessary for Sublessee’s use the sublease of the Subleased Premises (is upon and subject to the “Shared Areas”). Sublessee shall have no right to enterterms, covenants and conditions herein set forth, and shall use commercially reasonable efforts to prevent its employees, agents, contractors, licensees and invitees from entering, portions Subtenant covenants as a material part of the Master Premises other than the Subleased Premises consideration for this Sublease to keep and the Shared Areas; providedperform each and all of such terms, however, covenants and conditions by it to be kept and performed and that this Sublease is made upon the condition of such performance. Sublandlord shall observe and perform for the benefit of Subtenant all of the obligations of “Tenant” under the Master Lease which are necessary and required to give Subtenant the benefits and rights provided by this Sublease, and which are not Subtenant’s obligations hereunder. Except as specifically set forth in this Sublease, Sublandlord shall not limit be obligated to provide or pay for any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for improvement work or services related to the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessor, as the case may be, shall promptly inform the other party of such discovery, and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. Notwithstanding the foregoing, (i) the Subleased Premises may be adjusted from time to time based on the mutual agreement of the parties and (ii) Sublessee shall have the right to surrender any portion improvement of the Subleased Premises. Subtenant also acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation or warranty regarding the condition of the Subleased Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Subtenant’s business, except as specifically set forth in this Sublease. The square footage of the Premises to Sublessor will not be re-measured at anytime any time during the Term term of this Sublease, and, upon any such adjustment or partial surrender, the Base Rent and Additional Rent (as defined below) shall be proportionately adjusted.

Subleased Premises. Sublessor (a) Sublandlord does hereby subleases sublease to SublesseeSubtenant, and Subtenant does hereby sublease from Sublandlord, for the Term (as defined below) and upon the terms and conditions set forth hereinhereinafter provided, a portion the entirety of the Master Premises consisting fifth floor of the portion Main Premises, deemed to contain 32,688 square feet of the Master Premises occupied by Sublessee’s employees rentable area, as of the Commencement Date more particularly shown on Schedule 2(a), attached hereto (the “"Subleased Premises”"). In connection with its use of the Subleased Premises, Sublessee . (b) Subtenant shall also have the non-exclusive right to use in common with Sublessor, the hallways, stairways, restrooms Sublandlord and any other areas of the Master Premises that may be reasonably necessary for Sublessee’s use of the Subleased Premises (the “Shared Areas”). Sublessee shall have no right to enter, and shall use commercially reasonable efforts to prevent its employees, agents, contractors, licensees and invitees from entering, portions of the Master Premises other than the Subleased Premises and the Shared Areas; provided, however, that this Sublease shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessorfuture subtenants, as the case may be, those portions of the Main Premises and, subject to the terms of the ▇▇▇▇▇▇▇▇▇, Common Areas under the ▇▇▇▇▇▇▇▇▇, that are provided, from time to time, and subject to the terms of the ▇▇▇▇▇▇▇▇▇, for use in common by Sublandlord, Subtenant and such other subtenants of the Main Premises (such areas, together with such other portions of the Main Premises now or hereafter designated by Sublandlord, in its discretion, including certain areas designated for the exclusive use of certain subtenants, or to be shared by Sublandlord and certain subtenants, are collectively referred to herein as the {00009038 - 3} "Common Areas"). The Common Areas shall promptly inform consist of the other party of areas located within the Main Premises designated as such discoveryby Sublandlord, and shall holdin all events include the common lobby, and use reasonable efforts loading docks, stairways, Pathways designated by Sublandlord (but not to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. Notwithstanding the foregoing, (i) the Subleased Premises may be adjusted from time to time based on the mutual agreement of the parties and (ii) Sublessee shall have the right to surrender any portion of the Subleased Premises to Sublessor at anytime during the Term of this Sublease, and, upon any such adjustment or partial surrender, the Base Rent and Additional Rent exceed Subtenant's Share (as defined below) of such Pathways), freight and three (3) passenger elevators servicing the Main Premises (each as shown on Schedule 2(b)), subject to Sublandlord's right to make changes to the Common Areas; provided, however that such changes do not unreasonably interfere with Subtenant's use of and access to the Subleased Premises or appurtenant rights hereunder in more than a de minimis manner. The manner in which the Common Areas are maintained and operated shall be proportionately adjustedat the sole discretion of Sublandlord and the use thereof shall be subject to such rules, regulations and restrictions as Sublandlord may reasonably make from time to time, provided that (a) Subtenant is provided with prior written notice of such rules and regulations, (b) they are not enforced in a discriminatory manner against Subtenant, and (c) to the extent such rules and regulations conflict with the terms of this Sublease, the terms of this Sublease shall govern (the "Rules and Regulations"). Sublandlord reserves the exclusive use of (a) the video wall in the common lobby of the Building, (b) the reception and security desk in the common lobby of the Building and (c) two (2) passenger elevators and the main lobby exclusively servicing the remainder of the Main Premises. Sublandlord reserves the right to close temporarily, make alterations or additions to, or change the location of elements of the remainder of the Main Premises and the Common Areas and may temporarily close the Main Premises in the event of casualty or other matters described in Section 27 of this Sublease, or if Sublandlord reasonably deems it necessary in order to prevent damage or injury to person or property provided, however, the Sublandlord shall use reasonable efforts to give Subtenant as much advance notice of such alteration, addition, change or closure as is practicable.

Subleased Premises. Sublessor hereby subleases Sublandlord leases to SublesseeSubtenant and Subtenant leases from Sublandlord the Subleased Premises upon all of the terms, upon the terms covenants and conditions set forth herein, a portion contained in this Sublease. The Subleased Premises consist of all of the Master Premises consisting of the portion of premises leased to Sublandlord under the Master Premises occupied by Sublessee’s employees Lease as of follows: an approximately 31,266 (+/-) square foot two-story building located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ together with the Commencement Date (the “Subleased Premises”)parking, sidewalks, driveways and landscaped areas appurtenant thereto. In connection with its use of Sublandlord shall deliver the Subleased PremisesPremises in the configuration shown on Exhibit B attached hereto; provided however, Sublessee shall also have the right at Subtenant's request (and without cost to use in common with SublessorSubtenant), the hallwayscarpet and the drop-ceiling shall not be installed until improvements to be constructed by, stairwaysor at the direction of, restrooms Subtenant are substantially completed. Tenant acknowledges that it has had an opportunity to conduct, and other areas of the Master Premises that may be reasonably necessary for Sublessee’s use has conducted, such inspections of the Subleased Premises (as it deems necessary to evaluate its condition. Tenant agrees to accept possession of the “Shared Areas”). Sublessee shall have no right Subleased Premises in its then existing condition, "as is, where is, with all faults", subject to enter, and shall use commercially reasonable efforts to prevent its employees, agents, contractors, licensees and invitees from entering, portions the rights of the "Tenant" under the last paragraph of Section 48 of the Master Premises other than the Subleased Premises Lease, which rights shall be enforced jointly by Subtenant and the Shared Areas; provided, however, that this Sublease shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or SublessorSublandlord, as necessary. Notwithstanding the case may beforegoing to the contrary, Sublandlord's obligations with respect to the correction of defects and "punch list" items shall promptly inform the other party of such discovery, and shall hold, and use be limited to using reasonable efforts to cause its employees, agents, contractors, invitees and licensees Landlord to hold, repair and/or complete such information confidentialitems. Notwithstanding Sublandlord hereby assigns to Subtenant during the foregoing, (i) Term the right to enforce any warranties in effect with respect to the Subleased Premises may to the extent such warranties would reduce Subtenant's obligations hereunder and shall cooperate with Subtenant in entering into any such warranties except that the Sublandlord shall not be adjusted from time required to time based on incur any expenses in this regard. Subtenant acknowledges that Sublandlord has not made any representation or warranty to Subtenant with regard to the mutual agreement of Subleased Premises including, without limitation, the parties and (ii) Sublessee shall have the right to surrender any portion suitability of the Subleased Premises to Sublessor at anytime during for the Term conduct of this Sublease, and, upon any such adjustment or partial surrenderSubtenant's business, the Base Rent physical, environmental and Additional Rent (economic condition and the compliance of the Subleased Premises with applicable legal requirements except as defined below) shall be proportionately adjustedotherwise expressly provided herein.

Subleased Premises. Sublessor hereby subleases A. Subject to Sublessee, upon the terms and conditions set forth hereinof this Sublease, Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, a portion of the Master Premises consisting of the portion of the Master Premises occupied by Sublessee’s employees approximately 36,314 rentable square feet as of the Commencement Date more particularly shown on Exhibit B attached hereto (the “--------- "Subleased Premises”"). In connection with its use of the Subleased Premises, Sublessee shall also have the right to use in common with Sublessor, the hallways, stairways, restrooms and other areas of the Master Premises that may be reasonably necessary for Sublessee’s use The square footage of the Subleased Premises (set forth herein is conclusively deemed to be the “Shared Areas”). Sublessee actual square footage thereof as of the date hereof. B. Subtenant shall have no right to enternon-exclusive access, with Sublandlord and shall use commercially reasonable efforts to prevent its employees, agents, contractors, licensees and invitees from entering, portions other subtenants of the Master Premises other than Premises, to the Subleased Premises common areas (including, without limitation, the main lobby and the Shared Areascommon area hallways) as shown on Exhibit B --------- attached hereto subject, however, to Sublandlord's reasonable rules and regulations that Sublandlord may establish from time to time with respect to such access; provided, however, that this Sublease any rules or regulations established by Sublandlord shall not limit materially diminish Subtenant's rights hereunder nor impose additional material obligations on Subtenant. C. Subtenant shall be entitled to use, in common with Sublandlord and all subtenants in the Master Premises, the main lobby area subject, however, to Sublandlord's reasonable rules and regulations that Sublandlord may establish from time to time with respect to such use; Notwithstanding the foregoing, any access rules or regulations established by Sublandlord shall not materially diminish Subtenant's rights required by that certain Transition Services Agreement dated September 18hereunder nor impose additional material obligations on Subtenant. D. Subtenant shall be entitled to non-exclusive access, 2009 by with Sublandlord and between Sublessor and Sublessee for the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants subtenants of the Master Premises. If, despite to the shipping/receiving dock in the Master Premises for the limited purpose of shipping and receiving items in the ordinary course of Subtenant's business subject, however, to Sublandlord's reasonable rules and regulations that Sublandlord may establish from time to time with respect to such efforts, any such confidential information is discovered, Sublessee or Sublessor, as the case may be, shall promptly inform the other party of such discovery, and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. access; Notwithstanding the foregoing, (i) the Subleased Premises may be adjusted from time to time based any rules or regulations established by Sublandlord shall not materially diminish Subtenant's rights hereunder nor impose additional material obligations on the mutual agreement of the parties and (ii) Sublessee shall have the right to surrender any portion of the Subleased Premises to Sublessor at anytime during the Term of this Sublease, and, upon any such adjustment or partial surrender, the Base Rent and Additional Rent (as defined below) shall be proportionately adjustedSubtenant.

Subleased Premises. Sublessor hereby subleases to Sublessee, upon the terms and conditions set forth herein, a portion of the Master Premises consisting of the portion of the Master Premises occupied by Sublessee’s employees a. Effective as of the Commencement Date later of June 1, 2019 or the date the Sublandlord completes the Expansion Work (as defined below) (the “Expansion Date”), the area shown on Exhibit A attached to this Amendment, consisting of 21,420 rentable square feet (the “Expansion Subleased Premises”), shall be added to and deemed part of the Subleased Premises under the Sublease. In connection with its use Except as otherwise provided by this Amendment, all terms and conditions of the Sublease applicable to the Subleased Premises, Sublessee other than Sections 5.3, 5.4, 5.5, and 7.5, shall also apply to the Expansion Subleased Premises on the Expansion Date. b. Notwithstanding the foregoing to the contrary, Subtenant shall have the right to use in common access the Expansion Subleased Premises early commencing on the date that Prime Landlord consents to the terms of this Amendment by execution and delivery to Sublandlord of a consent of Prime Landlord provided that: (a) other than with Sublessorrespect to the payment of Expansion Rent (as defined below), Subtenant shall comply and abide by all terms, obligations, and liabilities under the hallways, stairways, restrooms and other areas of the Master Premises that may be reasonably necessary for Sublessee’s use of Sublease applicable to the Subleased Premises with respect to the Expansion Subleased Premises commencing upon such occupancy; (b) Subtenant shall deliver certificates of insurance reasonably satisfactory to Sublandlord evidencing that the Expansion Subleased Premises is insured pursuant to the requirements of the Sublease applicable to the Subleased Premises; (c) the sole purpose for such occupancy shall be to store Subtenant’s inventory, including, medical units (electrotherapy), bags, electrodes, and batteries, and similar items (“Shared AreasInventory”). Sublessee ) in the Expansion Subleased Premises; (d) Subtenant shall provide Sublandlord with two (2) business days’ prior written notice which shall identify the times at which Subtenant shall enter the Expansion Subleased Premises; (e) Sublandlord shall have no the right to enterhave its representative(s) escort and supervise Subtenant’s entry into the Expansion Subleased Premises at all times; (f) Neither Prime Landlord nor Sublandlord shall have any liability whatsoever with respect to Subtenant’s rights under this Section 2(b) it being understood and agreed that Subtenant shall indemnify, defend, and shall use commercially reasonable efforts to prevent its hold harmless Prime Landlord, Sublandlord and their respective employees, agents, contractors, licensees officers, directors, members, and invitees principals from enteringand against any loss, portions damage, claim or liability incurred or asserted in connection with the exercise of Subtenant’s rights under this Section 2(b); and (g) Subtenant shall ensure that the Master Premises other than placement of Inventory in the Expansion Subleased Premises and does not exceed the Shared Areas; provided, however, that this Sublease shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee maximum floor load capacity for the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Expansion Subleased Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessor, as the case may be, shall promptly inform the other party of such discovery, and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. . c. Notwithstanding the foregoingforegoing to the contrary, (i) the Subleased Premises may be adjusted from time to time based on the mutual agreement of the parties and (ii) Sublessee Subtenant shall have the right to surrender any portion of access the Expansion Subleased Premises early commencing on May 1, 2019, provided that: (a) other than with respect to Sublessor at anytime during the Term payment of this Sublease, and, upon any such adjustment or partial surrender, the Base Rent and Additional Expansion Rent (as defined below), Subtenant shall comply and abide by all terms, obligations, and liabilities under the Sublease applicable to the Subleased Premises with respect to the Expansion Subleased Premises commencing upon such occupancy; (b) Subtenant shall deliver certificates of insurance reasonably satisfactory to Sublandlord evidencing that the Expansion Subleased Premises is insured pursuant to the requirements of the Sublease applicable to the Subleased Premises; (c) the sole purpose for such occupancy shall be proportionately adjusted.to install Subtenant’s furniture, fixtures, and equipment in the Subleased Premises; and

Subleased Premises. Sublessor 1.01. Lessor hereby subleases to SublesseeLessee, upon and Lessee hereby subleases and hires from Lessor, the Subleased Premises for the term hereinafter stated on the terms and conditions provisions hereinafter provided or incorporated in this Sublease by reference. Lessee shall have the right to use such common areas which are appurtenant to or service the Subleased Premises to the extent that such right has been granted to Lessor pursuant to the Prime Lease. Lessor represents and warrants to Lessee that (i) a true, correct and complete copy of the Prime Lease (excluding redacted terms not relevant to Lessee) is attached here as Exhibit B, (ii) the Prime Lease is in full force and effect, (iii) to Lessor’s knowledge, Lessor is not in default under the Prime Lease, and (iv) Lessor has not received any notice from Prime Landlord that Lessor is in default under the Prime Lease. 1.02. Lessee has examined the Subleased Premises and is fully familiar with the physical condition thereof. Except as specifically set forth hereinin this Sublease, a portion of Lessor has not made and does not make any representations or warranties as to such physical condition, the Master Premises consisting of the portion of the Master Premises occupied by Sublessee’s employees as of the Commencement Date (the “Subleased Premises”). In connection with its use rentable area of the Subleased Premises, Sublessee shall also have the right use to use in common with Sublessor, the hallways, stairways, restrooms and other areas of the Master Premises that may be reasonably necessary for Sublessee’s use of the Subleased Premises (the “Shared Areas”). Sublessee shall have no right to enter, and shall use commercially reasonable efforts to prevent its employees, agents, contractors, licensees and invitees from entering, portions of the Master Premises other than the Subleased Premises and the Shared Areas; provided, however, that this Sublease shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessor, as the case may be, shall promptly inform the other party of such discovery, and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. Notwithstanding the foregoing, (i) which the Subleased Premises may be adjusted from time put, or any other matter or thing affecting or relating to time based on the mutual agreement of the parties Subleased Premises, and (ii) Sublessee shall have the right Lessee hereby expressly agrees to surrender any portion of accept the Subleased Premises in its “as-is” condition, subject to Sublessor at anytime during the Term terms and conditions of this Sublease. All understandings and agreements heretofore made between the parties hereto are merged in this Sublease which alone fully and completely expresses their agreement, and, and neither party is relying upon any statement, representation or warranty made by the other not embodied in this Sublease. 1.03. Lessee shall use and occupy the Subleased Premises solely for technical office use (which includes, as permitted uses and not accessory uses, research and development use, lab use and office use), with permitted accessory uses, all as such adjustment or partial surrenderuse may be permitted in the Prime Lease, the Base Rent and Additional Rent (as defined below) shall be proportionately adjustedfor no other purpose whatsoever.

Subleased Premises. Sublessor hereby subleases to SublesseeSublessee and Sublessee hereby subleases from Sublessor for the Term (hereinafter defined), at the Rental, and upon all of the terms and conditions set forth hereinin this Sublease, that certain office space containing approximately 12,414 rentable square feet (including approximately 1,464 of rentable feet designated as the "ACF") more particularly described on Exhibit A (herein defined as the "Subleased Premises"), together with all other rights, benefits and privileges of a portion Sublessor as tenant under the Prime Lease including, without limitation, the right of use and enjoyment in common with others, of the Master Premises consisting of the portion of the Master Premises occupied by Sublessee’s employees as of the Commencement Date (the “Subleased Premises”). In connection with its use of common areas and facilities appurtenant to and serving the Subleased Premises, Sublessee shall also have the right to use in common with and no other furniture, fixtures, machinery, equipment or other furnishings of Sublessor, the hallways, stairways, restrooms and other areas . The Subleased Premises comprise portions of the Master Premises Science and Administration Facility (and its related parking area) (hereinafter referred to as the "Leased Property"), having a street address of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇. Sublessor is the tenant of the Leased Property by virtue of a certain Prime Lease dated June 19, 1998 ("Prime Lease"), with Cousins Properties, Inc. ("Prime Landlord"), which is attached hereto as Exhibit B and incorporated herein by reference in its entirety. Sublessee agrees that may be reasonably necessary for Sublessee’s use of it will occupy the Subleased Premises in accordance with the terms of the Prime Lease and will not suffer to be done or omit to do, any action which may result in a violation of or a default under any of the terms an conditions of the Prime Lease, or render the Sublessor liable for any damage, charge or expense thereunder. This Sublease is and shall be at all times subject and subordinate to each and every one of the terms and conditions of the Prime Lease, except for those provisions of the Prime Lease which are directly contradicted by or inapplicable to the Sublease, in which event the terms of this Sublease shall control over the Prime Lease and the Sublessee shall comply with the applicable terms and provisions of the Prime Lease (e.g., the “Shared Areas”Rental amount is governed by paragraph 4 below)) which is incorporated herein by reference as though fully set forth. Sublessee Sublessee's rights under this Sublease shall be contingent upon Sublessor's rights under the Prime Lease, and in the event the Prime Lease is terminated for any reason, then the Sublease shall be terminated and Sublessor shall have no right liability to enterSublessee as a result of said termination. Sublessor covenants that it has the right, power and shall use commercially reasonable efforts authority to prevent its employees, agents, contractors, licensees enter into and invitees from entering, portions of fulfill the Master Premises other than the Subleased Premises and the Shared Areas; provided, however, that this Sublease shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessor, as the case may be, shall promptly inform the other party of such discovery, and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. Notwithstanding the foregoing, (i) the Subleased Premises may be adjusted from time to time based on the mutual agreement of the parties and (ii) Sublessee shall have the right to surrender any portion of the Subleased Premises to Sublessor at anytime during the Term obligations of this Sublease. Provided that Inhibitex is not in default hereunder, andSublessor shall take all reasonable actions and pay all monies due under the Prime Lease, upon any such adjustment or partial surrender, in order to keep the Base Rent Prime Lease in full force and Additional Rent (as defined below) effect. Nothing herein shall be proportionately adjustedconstrued in any way to affect the rights and obligations of the Prime Landlord, and no contractual relationship is intended hereby directly between Sublessee and Prime Landlord. Sublessor shall reasonably assist Sublessee in obtaining any consents or approvals of the Prime Landlord regarding Sublessee's signage or alterations to the Subleased Premises, if required under the Prime Lease.

Subleased Premises. Sublessor 1.01 The Sublandlord hereby subleases to Sublesseelets and demises unto the Subtenant, upon and the terms Subtenant hereby takes and conditions set forth hereinleases from the Sublandlord, a portion of the Master Premises consisting of the portion of the Master Premises occupied by Sublessee’s employees as containing approximately Ten Thousand One Hundred Forty-one (10,141) rentable square feet located on the 36th floor of the Commencement Date Building and more particularly described in the Third Amendment to Lease (the “Subleased Premises”). In connection with its use , on the terms, covenants, and conditions set forth in this Sublease Agreement. 1.02 The Subtenant has inspected the Subleased Premises and agrees to accept the Subleased Premises in “as-is” and “where-is” condition; without any obligation on the part of the Sublandlord or the Landlord to modify, improve or otherwise prepare the Subleased PremisesPremises for the Subtenant’s occupancy; and without any representations and/or warranties of the Sublandlord or the Landlord, Sublessee shall also have except for those representations and/or warranties set forth in this Sublease Agreement. 1.03 The Sublandlord hereby grants to the Subtenant the right to use in common with Sublessor, all office furniture and equipment owned by the hallways, stairways, restrooms and other areas of the Master Premises that may be reasonably necessary for Sublessee’s use of Sublandlord located on the Subleased Premises as of the Commencement Date (the “Shared Areas”as hereinafter defined). Sublessee shall have no right to enter, and shall use commercially reasonable efforts to prevent its employees, agents, contractors, licensees and invitees from entering, portions As of the Master Premises other than Expiration Date (as hereinafter defined) the Sublandlord shall transfer title to such furniture and equipment to the Subtenant by a ▇▇▇▇ of sale. The Sublandlord makes no representation or warranty regarding the condition of such furniture or equipment or otherwise, except that title thereto is in the Sublandlord. The Subtenant shall be responsible for maintaining such furniture and equipment at its expense during the Term (as hereinafter defined) in such condition as Subtenant deems appropriate and at the end of the Term, it shall remove at its expense all such furniture and equipment from the Subleased Premises and as required under the Shared Areas; provided, however, that this Sublease shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party or other occupants of the Master Premises. If, despite such efforts, any such confidential information is discovered, Sublessee or Sublessor, as the case may be, shall promptly inform the other party of such discovery, and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential. Notwithstanding the foregoing, (i) the Subleased Premises may be adjusted from time to time based on the mutual agreement of the parties and (ii) Sublessee shall have the right to surrender any portion of the Subleased Premises to Sublessor at anytime during the Term of this Sublease, and, upon any such adjustment or partial surrender, the Base Rent and Additional Rent (as defined below) shall be proportionately adjustedLease.

Subleased Premises. Sublessor hereby subleases to SublesseeSublessee and Sublessee hereby rents from Sublessor premises located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, upon the terms ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and conditions set forth herein, a portion of the Master Premises further described on Exhibit B attached hereto consisting of approximately 153,048 rentable square feet (such space being hereinafter called the portion "Office Premises"), with occupancy thereof to be in accordance with the following three phase schedule, together with Sublessee's right to use the Common Area Facilities (as defined in paragraph 5.1 hereof), and the right to use and occupy the Parking Areas (as defined in paragraph 5.2 hereof), all for the term hereinafter stated, for the rent hereinafter reserved, and upon and subject to the covenants, terms, conditions, limitations, exceptions and reservations of the Master Premises occupied by Sublessee’s employees as of the Commencement Date (the “Subleased this Sublease. The Office Premises”). In connection with its use of , Common Area Facilities and Parking Areas are hereinafter collectively called the Subleased Premises. The Subleased Premises also include the fixtures, improvements and any other property now installed. Sublessee shall also have the right to use pass in common with Sublessor, the hallways, stairways, restrooms and other areas out of the Master Premises that may be reasonably all corridors necessary for Sublessee’s use of to access the Subleased Premises (the “Shared Areas”)Premises. For Phase 2 and Phase 3 Sublessor shall utilize reasonable efforts to vacate contiguous blocks of space and make such space available for Sublessee earlier than contemplated herein for Phase 2 and Phase 3. In such event, Sublessee shall have the option to occupy the space made available, but shall have no obligation to do so. In the event Sublessee occupies such space earlier than provided below, Sublessee shall be responsible for paying rent, and all additional charges for the space so occupied commencing on the sixtieth day after Sublessee occupies said portion of Phase 2 or Phase 3. Subject to the foregoing paragraph, the schedule for occupancy by Sublessee shall be as follows: a. Sublessee shall be granted the right to enterpossession of the initial portion of the First Phase, as depicted on Exhibit B-1(a) attached hereto and incorporated herein by this reference, commencing on January 1, 2000, and the Sublessee shall use commercially reasonable efforts be granted the right to prevent its employees, agents, contractors, licensees and invitees from entering, portions possession of the Master Premises other than second portion of the Subleased Premises First Phase, as depicted on Exhibit B-1(b) attached hereto, on January 17, 2000, and the Shared Areas; provided, however, that this Sublease Sublessee shall not limit any access rights required by that certain Transition Services Agreement dated September 18, 2009 by and between Sublessor and Sublessee for be granted the delivery of “Services” thereunder. Sublessee and Sublessor shall use commercially reasonable efforts right to prevent their agents, employees or contractors from discovering or otherwise coming into contact with confidential information possession of the other party or other occupants remaining portion of the Master Premises. IfFirst Phase as depicted on Exhibit B-1(c) attached hereto, despite such effortson February 1, 2000, comprising a total of approximately 52,000 rentable square feet. b. Sublessee shall be granted the right to possession of the Second Phase, consisting of approximately 41,362 rentable square feet, as depicted on Exhibit B-2 attached hereto and incorporated herein by this reference, commencing on July 1, 2000 c. Sublessee shall be granted the right to possession of the Third Phase, consisting of approximately 59,686 rentable square feet, as depicted on Exhibit B-3 attached hereto and incorporated herein by this reference, commencing on July 1, 2000; At anytime prior to June 30, 2000 either Sublessor or Sublessee may cause a measurement to be made of any such confidential information is discovered, rentable square feet in the Office Premises occupied by Sublessee or made available for occupancy to Sublessee by Sublessor, as the case may be, and in such event the number of rentable square feet shall promptly inform be adjusted to the other party of actual square feet measured which such discoveryactual measurement shall be in force and effect through June 30, 2000. In any event, Sublessor shall make available for occupancy, and Sublessee shall holdassume the occupancy of, the entire 153,048 of rentable square feet of the Office Premises no later than July 1, 2000. Sublessor and Sublessee acknowledge and agree that the Office Premises constitute exactly 153,043 rentable square feet and that, commencing on September 1, 2000, Sublessee shall pay Fixed Rent and all Additional Charges based upon the occupancy of exactly 153,043 rentable square feet. Sublessor and Sublessee further acknowledge and agree that the Subleased Premises, as defined herein, shall constitute the entire amount of the "Premises" and the "Building," as defined in the Master Lease, and use reasonable efforts to cause its employeesthat as of July 1, agents, contractors, invitees and licensees to hold, such information confidential. Notwithstanding the foregoing, (i) the Subleased Premises may be adjusted from time to time based on the mutual agreement of the parties and (ii) 2000 Sublessee shall have occupy the right to surrender any portion entire amount of the Subleased Premises to Sublessor at anytime during the Term of this Sublease, and, upon any such adjustment or partial surrender, the Base Rent and Additional Rent (as defined below) shall be proportionately adjustedPremises.