Common use of Affiliated Companies/Restructuring of Business Organization Clause in Contracts

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates") shall not be deemed a Transfer under this Article 14, provided that: 14.7.1 Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord written notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of the effective date of any assignment, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed by the assignment; 14.7.4 Any such assignment or sublease shall be subject to all of the term and provisions of this Lease, and such assignee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignment, all the obligations of Tenant under this Lease; and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets or stock of TenantTenant in one or a series of transactions, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14, provided that: 14.7.1 Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of following the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset)principles, which is equal to or greater than Tenant as of the effective date of any such assignment or sublease and sufficient (in Landlord’s reasonable good faith opinion) to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 Any such assignment or sublease sublease, exclusive of such Transfer as may occur pursuant to Section 14.6, shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Unless Tenant ceases to exist as an entity following such Affiliate transaction, Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. An Affiliate that is an assignee of Original Tenant’s entire interest in this Lease may be referred to as an “Affiliate Assignee.”

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary subsidiary, of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates") shall not be deemed a Transfer under this Article 1414 (and shall not entitle Landlord to exercise its recapture right pursuant to Section 14.4 above), provided that: 14.7.1 Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of the effective date of any such assignment, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed by the assignment; 14.7.4 Any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective affective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease.. ARTICLE 15

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary (including any subsidiary of a subsidiary) of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated consolidated, or (v) any entity in which Tenant or an affiliate of Tenant or any beneficial owner of Tenant or its parent or subsidiaries has any interest or is an officer, director, shareholder, partner, member or manager or at any other level (all such persons or entities described in (i), (ii), (iii) (iv) and (ivv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14, and thus shall not be subject to Landlord’s consent under Section 14.1 or any other Lease provision, provided that: 14.7.1 Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord written prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee 14.7.2 the successor of Tenant's entire interest in this Lease has, Xxxxxx and Xxxxxx have as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 Any 14.7.3 any such assignment or sublease shall be subject and subordinate to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this LeaseLease with respect to the Subject Space which is the subject of such Transfer (other than the amount of Base Rent payable by Tenant with respect to a sublease); and 14.7.5 14.7.4 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. An Affiliate that is an assignee of Original Xxxxxx’s entire interest in this Lease may be referred to as an “Affiliate Assignee”.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under the common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant or Tenant’s parent corporation, or (iv) any entity into which Tenant or Tenant’s parent corporation is merged or consolidated (all such persons or entities described in clauses (i), ) (ii), (iii) and (iv) being sometimes hereinafter herein referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14the Section 14 (hence, the aforesaid events shall not be subject to obtaining Landlord’s prior consent; Landlord shall not have any right to receive any Transfer Premium in connection therewith; and Landlord shall not have the recapture rights described in Section 14.5 above), provided in all instances that:; 14.7.1 Any 14.8.1 any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article Section 14; 14.7.2 14.8.2 Tenant gives shall give Landlord prior written notice of any such assignment or sublease to an AffiliateAffiliate (provided, if Tenant is prohibited by law from giving Landlord prior written notice, then Tenant shall provide written notice to Landlord within ten (10) days following such assignment or sublease); 14.7.3 Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, 14.8.3 the successor Tenant has as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeassets, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed of Tenant under this Lease, as reasonably determined by the assignmentLandlord; 14.7.4 Any 14.8.4 any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and each assignee (i.e. any such assignee Affiliate), other than in the case of an Affiliate resulting from a merger or consolidation as described in Section 14.8(iv) above, shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignment, all the obligations of Tenant under this Lease (and each subtenant shall acknowledge and agree that any such sublease is subordinate to the terms of this Lease); and 14.7.5 14.8.5 Tenant (except in the case of an Affiliate resulting from the acquisition of all or substantially all of the assets of Tenant described in Section 14.8(iii) or from a merger or consolidation as described in Section 14.8(iv) above) and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting Neither (A) the Transfer by Tenant of all or any portion of this Lease or the Premises to (i) a direct parent, subsidiary, or indirect parent or subsidiary affiliate of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of TenantTenant in one or a series of transactions, or (iv) any a successor entity into which to Tenant is merged resulting from merger, consolidation, non-bankruptcy reorganization, or consolidated governmental action (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”), nor (B) any transfer of the stock or other beneficial interests of Tenant, shall not be deemed a Transfer under this Article 14, provided that: 14.7.1 Any such Affiliate was not formed formed, nor was such financing intended, as a subterfuge to avoid the obligations of this Article 14;; 908728.01/SD 374622.00146/4-30-21/MLT/bp ActiveUS 186012966v.2 14.7.2 Tenant gives Landlord prior written notice of any such assignment assignment, sublease, financing or sublease to an Affiliatepublic offering, unless precluded by non-disclosure obligations, including, without limitation, securities laws or regulations or other confidentiality restrictions, in which case Tenant shall notify Landlord promptly thereafter; 14.7.3 Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of following the effective date of any such assignment, sublease, financing or public offering, a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset)principles, which is sufficient equal to meet or greater than Tenant as of the obligations imposed by date prior to the assignmentTransfer; 14.7.4 Any such In the case of an assignment or sublease shall be subject to all of the term and provisions of this Leasesublease, and any such assignee Affiliate shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease (unless precluded by non-disclosure obligations, in which case Tenant shall provide to Landlord as soon as possible thereafter), all the obligations of Tenant under this Lease, and any such Affiliate sublessee shall acknowledge, in a written document delivered to Landlord upon or prior to the effective date of such sublease, that its rights are subordinate to this Lease and that it agrees not to violate any provision of this Lease; and 14.7.5 To the extent Tenant remains in existence, Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. Landlord shall not be entitled to any Transfer Premium or right of recapture in connection with any Transaction pursuant to this Section 14.7 The original Tenant executing this Lease is referred to herein as the “Original Tenant.” An Affiliate that is a successor of Original Tenant’s entire interest in this Lease may be referred to as an “Affiliate Assignee.”

Affiliated Companies/Restructuring of Business Organization. The Any contrary provision of this Article 11 notwithstanding, the assignment by Tenant of all of its rights under this Lease or the subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets or stock of Tenant, or (iv) any entity into which Tenant is merged or consolidated consolidated, or (v) any entity which results from the merger or consolidation of entities which control, are controlled by or under common control with Tenant (all such persons or entities described in (i), (ii), (iii), (iv) and (ivv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 1411 and thus shall not be subject to Landlord’s prior consent, and Landlord shall not be entitled to any Net Rental Profit resulting therefrom, provided that: 14.7.1 a) Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 1411; 14.7.2 b) Tenant gives Landlord written prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee c) The successor of Tenant's entire interest in this Lease has, Tenant and Tenant have as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill good will as an asset), which is sufficient to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 d) Any such assignment or sublease shall be subject and subordinate to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory be deemed to Landlord and delivered to Landlord upon or prior to the effective date have assumed all of such assignment, all the obligations of Tenant under this LeaseLease with respect to that portion of the Premises which is the subject of such Transfer (other than the amount of Fixed Monthly Rent payable by Tenant with respect to a sublease); and 14.7.5 e) Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets or stock of TenantTenant in one or a series of transactions, or (iv) any entity into which Tenant is merged or consolidated consolidated, or (v) in connection with any deemed Transfer due to a transfer of shares or membership interests under Section 14.6 above where Tenant remains the tenant under this Lease (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14, provided that: 14.7.1 Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that (or Tenant, if Tenant is an assignee of Tenant's entire interest in to remain the tenant under this Lease Lease) has, as of following the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset)principles, which is sufficient (in Landlord’s reasonable good faith opinion) to meet the obligations imposed by of Tenant under this Lease or the assignmentapplicable Transfer document; 14.7.4 Any such assignment or sublease sublease, exclusive of such Transfer as may occur pursuant to Section 14.6, shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. An Affiliate that is an assignee of Original Tenant’s entire interest in this Lease may be referred to as an “Affiliate Assignee.”

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets or stock of TenantTenant in one or a series of transactions, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 1414 (and shall not allow Landlord to any Transfer Premium), provided that: 14.7.1 Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of following the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset)principles, which is equal to or greater than Tenant as of the effective date of any such assignment or sublease and sufficient (in Landlord’s reasonable good faith opinion) to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 Any such assignment or sublease sublease, exclusive of such Transfer as may occur pursuant to Section 14.6, shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. An Affiliate that is an assignee of Original Tenant’s entire interest in this Lease may be referred to as an “Affiliate Assignee.”

Affiliated Companies/Restructuring of Business Organization. The Any contrary provision of this Article 11 notwithstanding, the assignment by Tenant of all of its rights under this Lease or the subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets or stock of Tenant, or (iv) any entity into which Tenant is merged or consolidated consolidated, (v) any entity which results from the merger or consolidation of entities which control, are controlled by or under common control with Tenant, or (vi) the temporary use or occupancy of portions of the Premises by a party or parties in connection with the transaction of [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. business with Tenant or with an entity which is controlled by, controls or is under common control with Tenant (all such persons or entities described in (i), (ii), (iii), (iv), (v) and (ivvi) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 1411 and thus shall not be subject to Landlord’s prior consent, and Landlord shall not be entitled to any Net Rental Profit resulting therefrom, and shall not have any rights or remedies under or with respect to Section 11.4(iii) below (and no other right of recapture) in connection therewith, provided that: 14.7.1 (a) Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 1411; 14.7.2 (b) Tenant gives Landlord written prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee (c) The successor of Tenant's entire interest in this Lease has, Tenant or Tenant have as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset)principles, which is sufficient to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 (d) Any such assignment or sublease shall be subject and subordinate to all of the term terms and provisions of this Lease, and such assignee shall assume, in a written document reasonably satisfactory be deemed to Landlord and delivered to Landlord upon or prior to the effective date have assumed all of such assignment, all the obligations of Tenant under this LeaseLease with respect to that portion of the Premises which is the subject of such Transfer; and 14.7.5 (e) Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this LeaseLease (based on the terms and conditions of this Lease existing at the time of the Transfer).

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets or stock of TenantTenant in one or a series of transactions, or (iv) any entity into which Tenant is merged or consolidated consolidated, or (v) in connection with any deemed Transfer due to a transfer of shares or membership interests under Section 14.6 above where Tenant remains the tenant under this Lease (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14, provided that: 14.7.1 Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that (or Tenant, if Tenant is an assignee of Tenant's entire interest in to remain the tenant under this Lease Lease) has, as of following the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset)principles, which is sufficient (in Landlord’s reasonable good faith opinion) to meet the obligations imposed by of Tenant under this Lease or the assignmentapplicable Transfer document; 14.7.4 Any such assignment or sublease sublease, exclusive of such Transfer as may occur pursuant to Section 14.6, shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. An Affiliate that is an assignee of Original Tenant’s entire interest in this Lease may be referred to as an “Affiliate Assignee.” 34 GENESIS 1900 ALAMEDA

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting Neither (A) the Transfer by Tenant of all or any portion of this Lease or the Premises to (i) a direct parent, subsidiary, or indirect parent or subsidiary affiliate of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of TenantTenant in one or a series of transactions, or (iv) any a successor entity into which to Tenant is merged resulting from merger, consolidation, non-bankruptcy reorganization, or consolidated governmental action (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”), nor (B) any transfer of the stock or other beneficial interests of Tenant, shall not be deemed a Transfer under this Article 14, provided that: 14.7.1 Any such Affiliate was not formed formed, nor was such financing intended, as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord prior written notice of any such assignment assignment, sublease, financing or sublease to an Affiliatepublic offering, unless precluded by non-disclosure obligations, including, without limitation, securities laws or regulations or other confidentiality restrictions, in which case Tenant shall notify Landlord promptly thereafter; 14.7.3 Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of following the effective date of any such assignment, sublease, financing or public offering, a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset)principles, which is sufficient equal to meet or greater than Tenant as of the obligations imposed by date prior to the assignmentTransfer; 14.7.4 Any such In the case of an assignment or sublease shall be subject to all of the term and provisions of this Leasesublease, and any such assignee Affiliate shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease (unless precluded by non-disclosure obligations, in which case Tenant shall provide to Landlord as soon as possible thereafter), all the obligations of Tenant under this Lease, and any such Affiliate sublessee shall acknowledge, in a written document delivered to Landlord upon or prior to the effective date of such sublease, that its rights are subordinate to this Lease and that it agrees not to violate any provision of this Lease; and 14.7.5 To the extent Tenant remains in existence, Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. Landlord shall not be entitled to any Transfer Premium or right of recapture in connection with any Transaction pursuant to this Section 14.7 The original Tenant executing this Lease is referred to herein as the “Original Tenant.” An Affiliate that is a successor of Original Tenant’s entire interest in this Lease may be referred to as an “Affiliate Assignee.”

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to individually as "an “Affiliate”, and collectively, as “Affiliates"”) shall not be deemed a Transfer under this Article 1414 (and shall not require Landlord’s consent), provided that: 14.7.1 Any any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord at least thirty (30) days prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 Any any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted standard commercial real estate accounting principles practices (but excluding goodwill as an asset), which is equal to or greater than Tenant as of the effective date of any such assignment or sublease and sufficient to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 Any any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease.under

Affiliated Companies/Restructuring of Business Organization. The Neither (A) the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases 843078.08/SD374622-00033/8-4-16/MLT/dek -31- GENESIS SSF - ONE TOWER PLACE[Achaogen, Inc.] all or substantially all of the assets of TenantTenant in one or a series of transactions, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates"), nor (B) any transfer of the stock of Tenant, shall not be deemed a Transfer under this Article 14, provided that: 14.7.1 Any such Affiliate was not formed formed, nor was such financing intended, as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord prior written notice of any such assignment assignment, sublease, financing or sublease to an Affiliatepublic offering, unless precluded by non-disclosure obligations, in which case Tenant shall notify Landlord promptly thereafter; 14.7.3 Any Tenant or any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of following the effective date of any such assignment, sublease, financing or public offering, a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset)principles, which is sufficient equal to meet or greater than Tenant as of the obligations imposed by the effective date of any such assignment, sublease, financing or public offering; 14.7.4 Any such assignment or sublease shall be subject to all of the term and provisions of this Lease, and such assignee Affiliate shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and; and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 1414 (and shall not entitle Landlord to exercise its recapture right pursuant to Section 14.4 above), provided that: 14.7.1 Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient sufficient, in Landlord’s reasonable good faith opinion, to meet the obligations imposed by the assignmentassignment or sublease; 14.7.4 Any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under the common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated or any reverse triangular merger of Tenant (all such persons or entities described in clauses (i), (ii), (iii) and (iv) being sometimes hereinafter herein referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14the Section 14 (hence, the aforesaid events shall not be subject to obtaining Landlord’s prior consent; Landlord shall not have any right to receive any Transfer Premium in connection therewith; and Landlord shall not have the recapture rights described in Section 14.5 above), provided in all instances that: 14.7.1 Any 14.8.1 any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article Section 14; 14.7.2 14.8.2 Tenant gives give Landlord written prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee 14.8.3 the successor of Tenant's entire interest in this Lease has, Tenant has as of the effective date of any assignment, a tangible net worth and net income, in the aggregate, such assignment or sublease shareholder’s equity (computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed by the assignmentprinciples) of at least $10,000,000; 14.7.4 Any 14.8.4 any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee (i.e. any such Affiliate), other than in the case of an Affiliate resulting from a merger or consolidation as described in Section 14.8(iv) above, shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 14.8.5 Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, except in the case of an Affiliate resulting from the acquisition of all or substantially all of the assets of Tenant described in Section 14.8(iii) or from a merger or consolidation as described in Section 14.8(iv) above.

Affiliated Companies/Restructuring of Business Organization. The Any contrary provision of this Article 11 notwithstanding, a change of Tenant’s name or the assignment by Tenant of all of its rights under this Lease or the subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets or stock of Tenant, or (iv) any entity into which Tenant is merged or consolidated consolidated, (v) any entity which results from the merger or consolidation of entities which control, are controlled by or under common control with Tenant or (vi) the temporary use or occupancy of portions of the Premises by a party or parties in connection with the transaction of business with Tenant or with an entity which is controlled by, controls or is under common control with Tenant (all such persons or entities described in (i), (ii), (iii), (iv), (v) and (ivvi) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 1411 and thus shall not be subject to Landlord’s prior consent, and Landlord shall not be entitled to any Net Rental Profit resulting therefrom, provided that: 14.7.1 a) Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14;11; Encino Terrace / Research Solutions, Inc. / MK / December 29, 2016 ____ ____ ____ ____ Initial Initial Initial Initial 14.7.2 b) Tenant gives Landlord written prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee c) The successor of Tenant's entire interest in this Lease has, Tenant and Tenant have as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill good will as an asset), which is sufficient to meet the remaining obligations imposed of Tenant under this Lease, as reasonably determined by the assignmentLandlord; 14.7.4 d) Any such assignment or sublease shall be subject and subordinate to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory be deemed to Landlord and delivered to Landlord upon or prior to the effective date have assumed all of such assignment, all the obligations of Tenant under this LeaseLease with respect to that portion of the Premises which is the subject of such Transfer (other than the amount of Fixed Monthly Rent payable by Tenant with respect to a sublease); and 14.7.5 e) Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under the common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in clauses (i), (ii), (iii) and (iv) being sometimes hereinafter herein referred to as "Affiliates") shall not be deemed a Transfer under this Article 14the Section 14 (hence, the aforesaid events shall not be subject to obtaining Landlord's prior consent; Landlord shall not have any right to receive any Transfer Premium in connection therewith; and Landlord shall not have the recapture rights described in Section 14.5 above), provided in all instances that: 14.7.1 Any 14.8.1 any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article Section 14; 14.7.2 14.8.2 Tenant gives shall give Landlord written prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee 14.8.3 the successor of Tenant's entire interest in this Lease has, Tenant has as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeassets, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed of Tenant under this Lease, as reasonably determined by the assignmentLandlord; 14.7.4 Any 14.8.4 any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee (i.e. any such Affiliate), other than in the case of an Affiliate resulting from a merger or consolidation as described in Section 14.8(iv) above, shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 14.8.5 Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, except in the case of an Affiliate resulting from the acquisition of all or substantially all of the assets of Tenant described in Section 14.8(iii) or from a merger or consolidation as described in Section 14.8(iv) above.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to For purposes hereof an “Affiliate” shall mean (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or is under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets (together with an assignment of this Lease) and/or stock of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described consolidated. Notwithstanding anything to the contrary contained in (i)this Lease, (ii), (iii) and (iv) being sometimes hereinafter referred the Transfer by Tenant to as "Affiliates") any Affiliate shall not be deemed a subject to Landlord’s prior consent or the provisions of Section 14.5 above, Xxxxxxxx’s right to receive any Transfer under this Article 14Premium pursuant to Section 14.3, or Xxxxxxxx’s recapture option in Section 14.4 above, provided that: 14.7.1 Any any such Affiliate was not formed formed, and such Transfer was not entered into (i) as a subterfuge by Tenant to avoid its obligations under this Lease, or (ii) with the intent of impairing Tenant’s ability to meet its obligations of under this Article 14Lease; 14.7.2 Tenant gives Landlord written prior or contemporaneous notice of any such assignment or sublease Transfer to an the Affiliate; 14.7.3 Any any such Transfer to an Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of the effective date of any assignment, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed by the assignment; 14.7.4 Any such assignment or sublease shall automatically be subject and subordinate to all of the term terms and provisions of this LeaseLease without the requirement of any additional writing or acknowledgement from Tenant or the Affiliate to confirm same, and such any assignee under an assignment of this Lease shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to within ten (10) days after the effective date of such assignment, all the obligations of Tenant under this Lease; and 14.7.5 14.7.4 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. “Control”, as used in this Section 14.7 and in Section 1.5.2 above, shall mean the possession, direct or indirect, of the power to cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under the common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in clauses (i), (ii), (iii) and (iv) being sometimes hereinafter herein referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14the Section 14 (hence, the aforesaid events shall not be subject to obtaining Landlord’s prior consent; Landlord shall not have any right to receive any Transfer Premium in connection therewith; and Landlord shall not have the recapture rights described in Section 14.5 above), provided in all instances that: 14.7.1 Any 14.8.1 any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article Section 14; 14.7.2 14.8.2 Tenant gives give Landlord written prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee 14.8.3 the successor of Tenant's entire interest in this Lease has, Tenant has as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeassets, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed of Tenant under this Lease, as reasonably determined by the assignmentLandlord; 14.7.4 Any 14.8.4 any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee (i.e. any such Affiliate), other than in the case of an Affiliate resulting from a merger or consolidation as described in Section 14.8(iv) above, shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 14.8.5 Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, except in the case of an Affiliate resulting from the acquisition of all or substantially all of the assets of Tenant described in Section 14.8(iii) or from a merger or consolidation as described in Section 14.8(iv) above.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or is under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in clauses (i), (ii), (iii) and (iv) being sometimes hereinafter herein referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14Section 12 (hence, the aforesaid events shall not be subject to obtaining Landlord’s prior consent; Landlord shall not have any right to receive any Transfer Premium in connection therewith; and Landlord shall not have the recapture rights described herein), provided in all instances that: 14.7.1 12.9.1 No Default then exists under this Lease; 12.9.2 Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14Section; 14.7.2 12.9.3 Tenant gives give Landlord written prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of at least 30 days prior to the effective date of any assignment, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed by the assignmentproposed transfer; 14.7.4 12.9.4 Any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee (i.e., any such Affiliate), other than in the case of an Affiliate resulting from a merger or consolidation as described above, shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 12.9.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. 12.9.6 With respect to a purchase, merger, consolidation or reorganization which results in Tenant ceasing to exist as a separate legal entity, (A) Tenant’s successor shall own all or substantially all of the assets of Tenant, and (B) Tenant’s successor shall have a net worth which is at least equal to the greater of Tenant’s net worth at the date of this Lease or Tenant’s net worth as of the day prior to the proposed purchase, merger, consolidation or reorganization.

Affiliated Companies/Restructuring of Business Organization. The Notwithstanding anything above to the contrary, the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged with or into or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates") ”), shall not be deemed a Transfer under this Article 14Section 14 and shall not require the prior written consent of Landlord (and shall not entitle Landlord to share in any “profits” from such assignment or subletting), provided that: 14.7.1 (a) Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article Section 14; 14.7.2 (b) Tenant gives Landlord prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 (c) Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as immediately following the completion of the effective date of any assignmentsuch Transfer, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is equal to or greater than Tenant as of the date immediately prior to such Transfer, and sufficient to meet the obligations imposed by the assignmenttransfer; 14.7.4 (d) Any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; provided, however, no such assumption document need be delivered to Landlord in the event of a merger where a transfer occurs by operation of law and no formal assignment or sublease is made; and 14.7.5 (e) Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. An Affiliate that is an assignee of Original Tenant’s entire interest in this Lease may be referred to herein as an “Affiliate Assignee.” Tenant is a publicly-traded company and, notwithstanding anything expressed or implied herein to the contrary, the transfer or sale of any publicly-traded stock of Tenant, or the transfer or sale of any publicly-traded stock of any Affiliate, shall not be deemed a Transfer, and shall not constitute a Transfer, under this Section 14 and shall not require the prior written consent of Landlord, regardless of whether or not such transfer or sale results in a change in control of Tenant or any Affiliate.

Affiliated Companies/Restructuring of Business Organization. The Notwithstanding anything in the Lease to the contrary and in lieu of Tenant’s rights in the last sentence of Section 14.6 of the Lease, the assignment or subletting by Tenant of all or any portion of this the Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 1414 (and shall not entitle Landlord to receive any Transfer Premium pursuant to Section 14.1 of the Lease nor entitle Landlord to exercise any recapture rights), provided that: 14.7.1 (a) Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 1414 of the Lease; 14.7.2 (b) Tenant gives Landlord prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 (c) Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is equal to or greater than Tenant as of the effective date of any such assignment or sublease and sufficient to meet the obligations imposed of Tenant under the Lease (as modified by the assignmentthis First Amendment); 14.7.4 (d) Any such assignment or sublease shall be subject to all of the term terms and provisions of this the Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this the Lease; and 14.7.5 (e) Tenant shall remain fully liable for all obligations to be performed by Tenant under this the Lease. An Affiliate that is an assignee of Tenant’s entire interest in the Lease may be referred to herein as an “Affiliate Assignee”. The last sentence of Section 14.6 of the Lease is hereby deemed deleted in its entirety.

Affiliated Companies/Restructuring of Business Organization. The Neither (A) the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of TenantTenant in one or a series of transactions, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”), nor (B) any transfer of the stock of Tenant, shall not be deemed a Transfer under this Article 14, provided that: 14.7.1 Any such Affiliate was not formed formed, nor was such financing intended, as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord prior written notice of any such assignment assignment, sublease, financing or sublease to an Affiliatepublic offering, unless precluded by non-disclosure obligations, in which case Tenant shall notify Landlord promptly thereafter; 14.7.3 Any Tenant or any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of following the effective date of any such assignment, sublease, financing or public offering, a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset)principles, which is sufficient equal to meet or greater than Tenant as of the obligations imposed by the assignmentdate of this Lease; 14.7.4 Any such assignment or sublease shall be subject to all of the term and provisions of this Lease, and such assignee Affiliate Assignee (as defined below) shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease, and any such Affiliate sublessee shall acknowledge, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such sublease, that its rights are subordinate to this Lease and that it agrees not to violate any provision of this Lease; and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. An Affiliate that is an assignee of Original Tenant’s (or a prior Affiliate Assignee’s) entire interest in this Lease may be referred to as an “Affiliate Assignee”.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates") shall not be deemed a Transfer under this Article 14, provided that: 14.7.1 Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee of Tenanthas, in Landlord's entire interest in this Lease hasreasonable good faith opinion, as of the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is aggregate sufficient to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 Any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease.. ARTICLE 15

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 1414 (and shall not require Landlord’s consent or trigger a recapture right or any right to a Transfer Premium), provided that: 14.7.1 Any any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord written prior notice of any such assignment or sublease to an AffiliateAffiliate (unless prohibited by applicable Law, in which case, Tenant shall give Landlord written notice promptly after the completion of such assignment, sublease or other Transfer; 14.7.3 Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted standard commercial real estate accounting principles practices (but excluding goodwill as an asset), which is equal to or greater than Tenant as of the effective date of any such assignment or sublease and sufficient to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 Any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and and, except in the case of a merger or consolidation, such assignee or sublessee shall assume, assume all the obligations of Tenant under this Lease in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignment, all the obligations of Tenant under this LeaseLandlord; and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The Neither (A) the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of TenantTenant in one or a series of transactions, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”), nor (B) any transfer of the stock of Tenant, shall not be deemed a Transfer under this Article 14, provided that: 14.7.1 Any such Affiliate was not formed formed, nor was such financing intended, as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord prior written notice of any such assignment assignment, sublease, financing or sublease to an Affiliatepublic offering, unless precluded by non-disclosure obligations, in which case Tenant shall notify Landlord promptly thereafter; 14.7.3 Any Tenant or any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of following the effective date of any such assignment, sublease, financing or public offering, a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset)principles, which is sufficient equal to meet or greater than Tenant as of the obligations imposed by the effective date of any such assignment, sublease, financing or public offering; 14.7.4 Any such assignment or sublease shall be subject to all of the term and provisions of this Lease, and such assignee Affiliate shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. An Affiliate that is an assignee of Original Tenant’s (or a prior Affiliate Assignee’s) entire interest in this Lease may be referred to as an “Affiliate Assignee.”

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting Transfer by Tenant of with respect to all or any portion of this Lease or the Premises to (i) a direct parent, subsidiary or indirect parent spin-off company of Tenant (or an entity that becomes a parent, subsidiary or spin-off company of Tenant), or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases or acquires all or substantially all of the assets assets, stock or other ownership interests of Tenant, or (iv) any entity into which successor of Tenant is merged by reason of merger, consolidation, public offering, reorganization, dissolution, or consolidated sale of stock, membership or partnership interests or assets (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14Section 14 and shall not entitle Landlord to exercise its recapture rights nor entitle Landlord to any excess consideration pursuant to Section 14.4(d) above, provided that: 14.7.1 (a) Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article Section 14; 14.7.2 (b) the use of the Premises remains substantially unchanged; (c) Intentionally deleted; (d) Tenant gives Landlord prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 (e) Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 (f) Any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 (g) Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. An Affiliate that is an assignee of Tenant’s entire interest in this Lease may be referred to herein as an “Affiliate Assignee”.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to individually as an “Affiliate”, and collectively, as "Affiliates") shall not be deemed a Permitted Transfer under this Article 14hereunder (“Permitted Transfer”), provided that: 14.7.1 Any 12.1. 1any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 1412 (Assignment and Subletting); 14.7.2 Tenant 12.1. 2Tenant gives Landlord at least ten (10) business days prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 Any 12.1. 3any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted standard commercial real estate accounting principles practices (but excluding goodwill as an asset), which is equal to or greater than Tenant as of the effective date of any such assignment or sublease and sufficient to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 Any 12.1. 4any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The Neither (A) the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of TenantTenant in one or a series of transactions, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”), nor (B) any transfer of the membership interest, stock or shares of Tenant, shall not be deemed a Transfer under this Article 14, provided that: 14.7.1 (a) Any such Affiliate was not formed formed, nor was such financing intended, as a subterfuge to avoid the obligations of this Article 1412; 14.7.2 (b) Tenant gives Landlord prior written notice of any such assignment assignment, sublease, financing or sublease to an Affiliatepublic offering, unless precluded by non-disclosure obligations, in which case Tenant shall notify Landlord promptly thereafter; 14.7.3 Any (c) Tenant or any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of following the effective date of any such assignment, sublease, financing or public offering, a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset)principles, which is sufficient equal to meet or greater than Tenant as of the obligations imposed by the effective date of any such assignment, sublease, financing or public offering; 14.7.4 (d) Any such assignment or sublease shall be subject to all of the term and provisions of this Lease, and such assignee Affiliate shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and; and 14.7.5 (e) Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The Neither (A) the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of TenantTenant in one or a series of transactions, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”), nor (B) any transfer of the membership interest, stock or shares of Tenant, shall not be deemed a Transfer under this Article 1412, provided that: 14.7.1 (a) Any such Affiliate was not formed formed, nor was such financing intended, as a subterfuge to avoid the obligations of this Article 1412; 14.7.2 (b) Tenant gives Landlord prior written notice of any such assignment assignment, sublease, financing or sublease to an Affiliatepublic offering, unless precluded by non-disclosure obligations, in which case Tenant shall notify Landlord promptly thereafter; 14.7.3 Any (c) Tenant or any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of following the effective date of any such assignment, sublease, financing or public offering, a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset)principles, which is sufficient equal to meet or greater than Tenant as of the obligations imposed by the effective date of any such assignment, sublease, financing or public offering; 14.7.4 (d) Any such assignment or sublease shall be subject to all of the term and provisions of this Lease, and such assignee Affiliate shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and; and 14.7.5 (e) Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets or stock of TenantTenant in one or a series of transactions, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 1414 (and shall not allow Landlord to any Transfer Premium), provided that: 14.7.1 Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of following the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset)principles, which is equal to or greater than Tenant as of the effective date of any such assignment or sublease and sufficient (in Landlord’s reasonable good faith opinion) to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 Any such assignment or sublease sublease, exclusive of such Transfer as may occur pursuant to Section 14.6, shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Unless Tenant ceases to exist as an entity following such Affiliate transaction, Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. An Affiliate that is an assignee of Original Tenant’s entire interest in this Lease may be referred to as an “Affiliate Assignee.”

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to For purposes hereof an “Affiliate” shall mean (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or is under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets and/or stock of Tenant, or (iv) any entity into which Tenant is merged merged, reorganized or consolidated (all such persons or entities described consolidated. Notwithstanding anything to the contrary contained in (i)this Lease, (ii), (iii) and (iv) being sometimes hereinafter referred the Transfer by Tenant to as "Affiliates") any Affiliate shall not be deemed a subject to Landlord’s prior consent in Section 14.2, Landlord’s right to receive any Transfer under this Article 14Premium pursuant to Section 14.3 above or Landlord’s recapture option in Section 14.4 above, provided that: 14.7.1 Any any such Affiliate was not formed formed, and such Transfer was not entered into, as a subterfuge to (i) avoid the obligations of contained in this Article 14, or (ii) adversely affect the ability of Tenant to satisfy its obligations under this Lease; 14.7.2 Tenant gives Landlord written notice of any such assignment Transfer to the Affiliate prior to or sublease to promptly following the effective date of such Transfer, which notice shall include current financial statements of Tenant and the Affiliate which Tenant reasonably believes satisfies the net worth requirement in Section 14.6.3 below, and certified as accurate by an Affiliateofficer thereof; 14.7.3 Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, Transferee has as of the effective date of any assignment, such Transfer a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed by the assignmentof such Affiliate Transferee under such Transfer; 14.7.4 Any any such assignment or sublease Transfer shall be subject and subordinate to all of the term terms and provisions of this Lease, and any assignee under an assignment of this Lease (which for purposes hereof excludes any entity in a transaction involving only the transfer of Tenant’s stock so long as Tenant remains in effect after such assignee stock transfer) shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to or promptly following the effective date of such assignment, all the obligations of Tenant under this Lease; and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. “Control”, as used in this Section 14.7, shall mean the possession, direct or indirect, of the power or cause the direction of the management and policies of a person or entity, or ownership of any sort, whether through the ownership of voting securities, by contract or otherwise.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under the common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is Is merged or consolidated or any reverse triangular merger of Tenant (all such persons or entities described in clauses (i), (ii), (iii) and (iv) being sometimes hereinafter herein referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14the Section 14 (hence, the aforesaid events shall not be subject to obtaining Landlord’s prior consent; Landlord shall not have any right to receive any Transfer Premium in connection therewith; and Landlord shall not have the recapture rights described in Section 14.5 above), provided in all instances that: 14.7.1 Any 14.8.1 any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article Section 14; 14.7.2 14.8.2 Tenant gives give Landlord written prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee 14.8.3 the successor of Tenant's entire interest in this Lease has, Tenant has as of the effective date of any assignment, a tangible net worth and net income, in the aggregate, such assignment or sublease shareholder’s equity (computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed by the assignmentprinciples) of at least $10,000,000; 14.7.4 Any 14.8.4 any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee (i.e. any such Affiliate), other than in the case of an Affiliate resulting from a merger or consolidation as described in Section 14.8(iv) above, shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 14.8.5 Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, except in the case of an Affiliate resulting from the acquisition of all or substantially all of the assets of Tenant described in Section 14.8(iii) or from a merger or consolidation as described in Section 14.8(iv) above.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article Section 14, provided that: 14.7.1 (a) Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article Section 14; 14.7.2 (b) Tenant gives Landlord written notice of any such assignment or sublease to an Affiliate; 14.7.3 (c) Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed by the assignmentassignment or subletting; 14.7.4 (d) Any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignment, all the obligations of Tenant under this Lease; and 14.7.5 (e) Tenant, if Tenant continues its existence following such assignment, shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The Neither (A) the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of TenantTenant in one or a series of transactions, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates"), nor (B) any transfer of the stock of Tenant, shall not be deemed a Transfer under this Article 14, provided that: 14.7.1 Any such Affiliate was not formed formed, nor was such financing intended, as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord prior written notice of any such assignment assignment, sublease, financing or sublease to an Affiliatepublic offering, unless precluded by non-disclosure obligations, in which case Tenant shall notify Landlord promptly thereafter; 14.7.3 Any Tenant or any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of following the effective date of any such assignment, sublease, financing or public offering, a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset)principles, which is sufficient equal to meet or greater than Tenant as of the obligations imposed by the effective date of any such assignment, sublease, financing or public offering; 14.7.4 Any such assignment or sublease shall be subject to all of the term and provisions of this Lease, and such assignee Affiliate shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. An Affiliate that is an assignee of Original Tenant's (or a prior Affiliate Assignee's) entire interest in this Lease may be referred to as an "Affiliate Assignee."

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates") shall not be deemed a Transfer under this Article 1414 and thus shall not be subject to the provisions of Sections 14.3 and 14.4 above, provided that: 14.7.1 Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord written prior notice of any such assignment or sublease to an Affiliate;; 15 14.7.3 Any such Affiliate that is an assignee The successor of Tenant's entire interest in this Lease has, Tenant and Tenant have as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 Any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this LeaseLease (provided, however, no such written assignment shall be required where only stock (and no assets) are transferred in connection with any transaction described in the foregoing provisions of this Section 14.7); and 14.7.5 Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The Any contrary provision of this Article 11 notwithstanding, the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates") shall not be deemed a Transfer under this Article 1411 and thus shall not be subject to Landlord's prior consent, and Landlord shall not be entitled to any Net Rental Profit resulting therefrom, provided that: 14.7.1 Any a) any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 1411; 14.7.2 b) Tenant gives Landlord written at least ten (10) days' prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee c) the successor of Tenant's entire interest in this Lease has, Tenant and Tenant have as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill good will as an asset), which is sufficient to meet the obligations imposed by of Tenant under this Lease and is equal to or greater than the assignmentnet worth of Tenant as of the date of execution of this Lease; 14.7.4 Any d) any such assignment or sublease shall be subject and subordinate to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this LeaseLease with respect to that portion of the Premises which is the subject of such Transfer (other than the amount of Fixed Monthly Rent payable by Tenant with respect to a sublease); and 14.7.5 e) Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease. ARTICLE 12 MAINTENANCE, REPAIRS, DAMAGE, DESTRUCTION, RENOVATION AND/OR ALTERATION

Affiliated Companies/Restructuring of Business Organization. The Any contrary provision of this Article 11 notwithstanding, the assignment by Tenant of all of its rights under this Lease or the subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary or employee of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets or ownership interests or stock of Tenant, or (iv) any entity into which Tenant is merged or consolidated consolidated, (v) any entity which results from the merger or consolidation of entities which control, are controlled by or under common control with Tenant, or (vi) the temporary use or occupancy of portions of the Premises by a party or parties in connection with the transaction of business with Tenant or with an entity which is controlled by, controls or is under common control with Tenant (all such persons or entities described in (i), (ii), (iii), (iv), (v) and (ivvi) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 1411 and thus shall not be subject to Landlord’s prior consent or any of the other terms under this Article 11 that would otherwise be applicable to Transfers, and Landlord shall not be entitled to any Net Rental Profit resulting therefrom, provided that: 14.7.1 a) Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 1411; 14.7.2 b) Tenant gives Landlord written prior or concurrent notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee c) The successor of Tenant's entire interest in this Lease has, Tenant and Tenant have as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill good will as an asset), which is sufficient to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 d) Any such assignment or sublease shall be subject and subordinate to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory be deemed to Landlord and delivered to Landlord upon or prior to the effective date have assumed all of such assignment, all the obligations of Tenant under this LeaseLease with respect to that portion of the Premises which is the subject of such Transfer (other than the amount of Fixed Monthly Rent payable by Tenant with respect to a sublease); and 14.7.5 e) Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14Section 14 and shall not entitle Landlord to receive its recapture rights nor require Landlord approval, provided that: 14.7.1 (a) Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article Section 14; 14.7.2 (b) Tenant gives Landlord prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 (c) Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is is, in Landlord’s reasonable good faith determination, sufficient to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 (d) Any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 (e) Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. An Affiliate that is an assignee of Tenant’s entire interest in this Lease may be referred to herein as an “Affiliate Assignee”.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under the common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in clauses (i), (ii), (iii) and (iv) being sometimes hereinafter herein referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14the Section 14 (hence, the aforesaid events shall not be subject to obtaining Landlord’s prior consent), provided in all instances that: 14.7.1 Any any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article Section 14; 14.7.2 Tenant gives Landlord written prior notice of any such assignment or sublease to an Affiliate, except solely for those Transfers in connection with which any applicable law precludes Tenant’s delivery to Landlord of prior notice of said Transfer then, in all such instances, Tenant shall deliver to Landlord subsequent notice of said Transfer within ten (10) days following the first (1st) day on which Tenant is permitted by law to deliver notice of such Transfer to Landlord; 14.7.3 Any such Affiliate that is an assignee the successor of Tenant's entire interest in this Lease has, Tenant has as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeassets, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset) (“Net Worth”), which is sufficient equal to meet or greater than the obligations imposed by Net Worth of Tenant as of the assignmentdate of this Lease as set forth in Section 1 of the Summary of Basic Lease Information; 14.7.4 Any any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee (i.e. any such Affiliate), other than in the case of an Affiliate resulting from a merger or consolidation, shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, except in the case of an Affiliate resulting from the acquisition of all or substantially all of the assets of Tenant or from a merger or consolidation.

Affiliated Companies/Restructuring of Business Organization. The A change in control of the Tenant, or the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under the common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the capital stock or assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated consolidated, whether or not the Tenant or the other entity is the surviving entity (all such persons or entities described in (i), (ii), (iii) and (iv) above being sometimes hereinafter herein referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14Section 14 (hence, the aforesaid events shall not be subject to obtaining Landlord’s prior consent; and Landlord shall not have any right to receive any Transfer Premium in connection therewith; and Landlord shall not have the recapture rights described in Section 14.5 above), provided in all instances that: 14.7.1 Any 14.8.1 any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article Section 14; 14.7.2 14.8.2 Tenant gives give Landlord written prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of or notice within five (5) days after the effective date of such transfer (provided that in all events, Landlord shall keep all information relating to such transfer confidential and shall not disclose such confidential information to any assignmentperson or entity other than (a) Landlord’s financial, legal and space planning consultants, (b) as required to make or defend any Claims, or (c) as required by Law); 14.8.3 the successor of Tenant shall immediately following such Transfer, have a tangible net worth and net incomeassets, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient equal to meet the obligations imposed by the assignmentno less than Five Million Dollars ($5,000,000); 14.7.4 Any 14.8.4 any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee (but not sublessee), other than in the case of an Affiliate resulting from a merger or consolidation as described in Section 14.8(iv) above, shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 14.8.5 Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, except in the case of an Affiliate resulting from the acquisition of all or substantially all of the assets of Tenant described in Section 14.8(iii) or from a merger or consolidation as described in Section 14.8(iv) above.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under the common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in clauses (i), (ii), (iii) and (iv) being sometimes hereinafter herein referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14Section 14 (hence, the aforesaid events shall not be subject to obtaining Landlord’s prior consent; Landlord shall not have any right to receive any Transfer Premium in connection therewith; and Landlord shall not have the recapture rights described in Section 14.5 above), provided in all instances that: 14.7.1 Any 14.8.1 any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article Section 14; 14.7.2 14.8.2 Tenant gives shall give Landlord written prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, 14.8.3 the successor Tenant has as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeassets, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient equal to meet or better than the obligations imposed by tangible net worth and net assets, in the assignmentaggregate, of Tenant as of the Lease Date and as of the date of any such assignment or sublease; 14.7.4 Any 14.8.4 any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee (i.e. any such Affiliate), other than in the case of an Affiliate resulting from a merger or consolidation as described in Section 14.8(iv) above, shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 14.8.5 Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, except in the case of an Affiliate resulting from the acquisition of all or substantially all of the assets of Tenant described in Section 14.8(iii) or from a merger or consolidation as described in Section 14.8(iv) above.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant Notwithstanding anything to the contrary contained in this Lease, occupancy of all or part of the Premises by a parent, subsidiary, affiliated companies of Lessee or of Lessee’s parent or of Lessee’s subsidiary or any direct or indirect transfer of any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of TenantLessee’s corporate stock, or (ii) any person issuance of additional stock or entity which controlssecurities, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates") shall not be deemed a Transfer under this Article 14, an assignment or subletting requiring Lessor’s consent herein provided that: 14.7.1 Any that any such Affiliate was affiliated companies were not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord 12. Furthermore, without limiting the generality of the foregoing, and notwithstanding anything to the contrary contained herein, Lessee may assign the Lease at any time, or sublease all or part of the Premises, without receipt of Lessor’s consent, but upon prior written notice to Lessor, to the “Merger Entity” (as defined in Section 2.3 above) or any entity which acquires Lessee, or which is acquired by Lessee, or which is controlled directly or indirectly by Lessee, or which entity controls, directly or indirectly, Lessee Lessor’s (Landlord’s) initials Lessee’s (Tenant’s) initials (collectively, “Affiliate”), or which owns or is owned by the Affiliate, so long as such transaction was not entered into as a subterfuge to avoid the obligations and restrictions of any such assignment the Lease. In addition to the foregoing, and notwithstanding anything to the contrary contained herein, Lessee shall have the right to assign this Lease or sublease all or any portion of the Premises without receipt of Lessor’s prior consent to an Affiliate; 14.7.3 Any such Affiliate that is an assignee (a) any entity resulting from a merger or consolidation or (b) any entity succeeding to the business and assets of Tenant's entire interest Lessee. Notwithstanding anything to the contrary contained in this Lease hasLease, as Lessor shall not be entitled to any portion of the effective date of consideration received by Lessee in connection with any assignment, a tangible net worth subletting, transfer, merger or other transfer contemplated by this Section 12.5 and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed by the assignment; 14.7.4 Any no event shall any such assignment or sublease shall amounts be subject to all of the term and provisions of this Lease, and such assignee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignment, all the obligations of Tenant under this Lease; and 14.7.5 Tenant shall remain fully liable for all obligations deemed to be performed by Tenant under this LeaseProfits.

Affiliated Companies/Restructuring of Business Organization. The Any contrary provision of this Article 11 notwithstanding, the assignment by Tenant of all of its rights under this Lease or the subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets or stock of Tenant, or (iv) any entity into which Tenant is merged or consolidated consolidated, (v) any entity which results from the merger or consolidation of entities which control, are controlled by or under common control with Tenant, or (vi) the temporary use or occupancy of portions of the Premises by a party or parties in connection with the transaction of business with Tenant or with an entity which is controlled by, controls or is under common control with Tenant (all such persons or entities described in (i), (ii), (iii), (iv), (v) and (ivvi) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 1411 and thus shall not be subject to Landlord’s prior consent, and Landlord shall not be entitled to any Net Rental Profit resulting therefrom, provided that: 14.7.1 a) Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 1411; 14.7.2 b) Tenant gives Landlord written prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee c) The successor of Tenant's entire interest in this Lease has, Tenant and Tenant have as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill good will as an asset), which is sufficient to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 d) Any such assignment or sublease shall be subject and subordinate to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory be deemed to Landlord and delivered to Landlord upon or prior to the effective date have assumed all of such assignment, all the obligations of Tenant under this LeaseLease with respect to that portion of the Premises which is the subject of such Transfer (other than the amount of Fixed Monthly Rent payable by Tenant with respect to a sublease); and 14.7.5 e) Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to to, or the use of the Premises by, (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with TenantTenant (with control being defined as ownership, directly or indirectly, of at least fifty percent (50%) of the voting stock of such entity), or (iiiii) any entity which purchases all or substantially all of the assets of Tenant, or (iviii) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iviii) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14, and thus shall not be subject to Landlord’s right to receive any Transfer Premium pursuant to Section 14.3 above, or Landlord’s recapture right in Section 14.4 above, provided that: 14.7.1 Any (a) any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 (b) Tenant gives Landlord written at least ten (10) days’ prior notice of any such assignment or sublease to an Affiliate; 14.7.3 (c) Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of the effective date of any assignment, such assignment or sublease a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is equal to or greater than Tenant as of the effective date of any such assignment or sublease and sufficient to meet the obligations imposed by of Tenant under the assignmentassignment or sublease; 14.7.4 Any (d) any such assignment or sublease shall be subject and subordinate to all of the term terms and provisions of this Lease, and such assignee assignee, if applicable, shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignment, all the obligations of Tenant under this LeaseLease arising after the effective date of such assignment, including, without limitation, the provisions of Article 5 of the Lease regarding the use of the Premises; and 14.7.5 (e) Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. Notwithstanding anything hereinabove contained, Tenant acknowledges and agrees that Landlord’s consent shall be required, and may be withheld in Landlord’s sole discretion, if the proposed Transferee (or any Affiliate of such Transferee) is a person or entity that has previously defaulted under a lease or other agreement with Landlord or any Affiliate of Landlord, or against which Landlord or such Landlord Affiliate has entered into adversarial litigation, arbitration, mediation or other dispute resolution/settlement proceedings.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under the common control with Tenant, directly or indirectly, or (iii) any entity which purchases acquires all or substantially all of the assets of TenantTenant as a going concern, or (iv) any entity into which Tenant is merged merged, reorganized (not through a bankruptcy reorganization) or consolidated or any entity resulting therefrom (all such persons or entities described in clauses (i), (ii), (iii) and (iv) being sometimes hereinafter herein referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14Section 14 (hence, the aforesaid events shall not be subject to obtaining Landlord’s prior consent nor be subject to Landlord’s recapture right as set forth above; Landlord shall not have any right to receive any Transfer Premium in connection therewith; and Landlord shall not have the recapture rights described in Section 14.2 above), provided in all instances that: 14.7.1 Any any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article Section 14; 14.7.2 Tenant gives Landlord written prior notice of any such assignment or sublease to an Affiliate, unless notice is prohibited by applicable securities laws, in which case Tenant shall provide notice to Landlord as soon as possible thereafter; 14.7.3 Any such Affiliate that is an assignee the successor of Tenant's entire interest Tenant described in this Lease has, subsections (iii) or (iv) above has as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeassets, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient equal to meet or greater than the obligations imposed by tangible net worth of Tenant as of the assignmentdate of this Lease; 14.7.4 Any any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee (i.e., any such Affiliate), other than in the case of an Affiliate resulting from a merger, non-bankruptcy reorganization or consolidation as described in Section 14.7(iv) above, shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, except in the case of an Affiliate resulting from the acquisition of all or substantially all of the assets of Tenant described in Section 14.7(iii) or from a merger or consolidation as described in Section 14.7(iv) above and Tenant is not the surviving entity so long as the surviving entity has a minimum net worth that equals or exceeds the net worth of Tenant as of the date of this Lease.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Leased Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates") shall not be deemed a Transfer under this Article 1415, provided that: 14.7.1 15.7.1. Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 1415; 14.7.2 15.7.2. Tenant gives Landlord written prior notice of any such assignment or sublease to an Affiliate; 14.7.3 15.7.3. Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net income, in the aggregateworth, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is equal to or greater than Tenant as of the date of execution of this Lease and sufficient to meet the obligations imposed by of Tenant under the assignmentassignment or sublease; 14.7.4 15.7.4. Any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 15.7.5. Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to For purposes hereof an “Affiliate” shall mean (i) United Online, (ii) Juno Online Services, Inc., a direct or indirect Delaware corporation (“Juno”), (iii) a parent or subsidiary of Tenant, United Online or Juno, (iiiv) any person or entity which controls, is controlled by or is under common control with Tenant, directly United Online or indirectlyJuno, or (iiiv) any entity which purchases all or substantially all of the assets (together with an assignment of this Lease) and/or stock of Tenant, United Online or Juno, or (ivvi) any entity into which Tenant Tenant, United Online or Juno is merged or consolidated consolidated. Notwithstanding anything to the contrary contained in this Lease, neither (all such persons A) the Transfer by Tenant to any Affiliate, nor (B) the assignment or entities described in pledge of this Lease by Tenant to any solvent, nationally recognized bank, national banking association or other financial institution having a long term rating of A- or higher as rated by Standard & Poor’s (icollectively, the “Qualified Bank”), as collateral for purposes of securing a loan from such Qualified Bank to Tenant (iihereinafter, a “Collateral Assignment”), (iii) and (iv) being sometimes hereinafter referred shall be subject to as "Affiliates") shall not be deemed a Landlord’s prior consent or the provisions of Section 14.4 above, or Landlord’s right to receive any Transfer under this Article 14Premium pursuant to Section 14.3, provided that: 14.7.1 Any 14.6.1 any such Affiliate was not formed formed, and such Transfer or Collateral Assignment was not entered into, as a subterfuge to (i) avoid the obligations of contained in this Article 14, or (ii) adversely affect the ability of Tenant to satisfy its obligations under this Lease or the ability of United Online to satisfy its obligations under the Guaranty of Lease provided to Landlord pursuant to Section 26.31 below; 14.7.2 14.6.2 Tenant gives Landlord written prior notice of any such assignment Transfer to the Affiliate, which notice shall include current financial statements of Tenant and the Affiliate (and United Online, if applicable, pursuant to Section 14.6.3(iii)(B) below) which Tenant reasonably believes satisfies the net worth requirement in Section 14.6.3 below, and certified as accurate by an officer thereof; provided, however, (i) no such financial statements shall be required with respect to any such Transfer to United Online or sublease of a portion of the Premises to an AffiliateJuno, and (ii) with respect to any Transfer to any Affiliate which is other than United Online, if as of the effective date of such Transfer, Tenant or any such Affiliate is a subsidiary of United Online and do not maintain separate financial statements, then the financial statements required to be delivered by Tenant under this Section 14.6.2 shall be the consolidated financial statement of United Online, Tenant and/or such Affiliate (as applicable); 14.7.3 Any 14.6.3 Tenant and such Affiliate that is an assignee of Tenant's entire interest in this Lease has, Transferee have as of the effective date of any assignment, such Transfer (the “Effective Transfer Date”) a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed under such Transfer (if the Transfer is a pledge of this Lease, such net worth test shall only apply if this Lease is subsequently foreclosed upon or the security interest in this Lease is perfected by the assignmentpledgee); provided, however, the provisions of this Section 14.6.3 shall not apply to (i) any Collateral Assignment, or (ii) any Transfer to United Online or any sublease of a portion of the Premises to Juno, or (iii) any other Transfer to an Affiliate if, as of the Effective Transfer Date, United Online (or its successor) is the Guarantor under the Guaranty of Lease and has a net worth, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset) at least equal to $100,000,000.00 (provided, however, if United Online [or its successor] fails to meet such net worth test, Tenant may provide to Landlord prior to the Effective Transfer Date, the Additional Letter of Credit, as defined below, as an alternative to meeting such net worth test); 14.7.4 Any 14.6.4 any such assignment or sublease Transfer shall be subject and subordinate to all of the term terms and provisions of this Lease, and any assignee under an assignment of this Lease (which for purposes hereof excludes any entity in a transaction involving only the transfer of Tenant’s stock so long as Tenant remains in effect after such assignee stock transfer, but includes, without limitation, the pledgee or Qualified Bank under the pledge or Collateral Assignment at the time this Lease is foreclosed upon or the security interest in this Lease is perfected by such pledgee or Qualified Bank) shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to within ten (10) days after the effective date of such assignmentassignment (or foreclosure or perfection, as the case may be), all the obligations of Tenant under this Lease; and 14.7.5 14.6.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The Any contrary provision of this Article 11 notwithstanding, the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the stock or assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 1411 and thus shall not be subject to Landlord’s prior consent, and Landlord shall not be entitled to any Net Rental Profit resulting therefrom, provided that: 14.7.1 a) Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 1411; 14.7.2 b) Tenant gives Landlord written at least ten (10) days’ prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee c) The successor of Tenant's entire interest in this Lease has, Tenant and Tenant have as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill good will as an asset), which is sufficient to meet the then-remaining obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 d) Any such assignment or sublease shall be subject and subordinate to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this LeaseLease with respect to that portion of the Premises which is the subject of such Transfer (other than the amount of Fixed Monthly Rent payable by Tenant with respect to a sublease); and 14.7.5 e) Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) FHS, (ii) a direct or indirect parent or subsidiary of Tenant, or (iiiii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iiiiv) any entity which purchases all or substantially all of the assets of Tenant, or (ivv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii), (iv) and (ivv) being sometimes hereinafter referred to as "AffiliatesAFFILIATES") shall not be deemed a Transfer under this Article 14, and thus shall not be subject to Landlord's right to receive any Transfer Premium pursuant to Section 14.3 above, provided that: 14.7.1 Any any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord written at least ten (10) days' prior notice of any such assignment or sublease to an Affiliate, which notice shall include current financial statements of Tenant and the Affiliate evidencing satisfaction of the net worth requirement in Section 14.7.3 below, and certified as accurate by an independent certified public accounting firm; 14.7.3 Any with respect to any assignment of this Lease to an Affiliate (including an assignment of this Lease in connection with or resulting from a merger, consolidation, reorganization, and/or asset purchase), or any sublease to an Affiliate which when aggregated with all prior subleases to such Affiliate that is an pertain to more than one (1) floor of the Premises, Tenant and such Affiliate assignee of Tenant's entire interest in this Lease has, or subtenant have as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed of Tenant under this Lease AND is equal to or greater than the amount which is equal to the product of (i) three (3) multiplied by (ii) the assignmenteconomic responsibilities for the space which is proposed to be assigned or subleased hereunder for the portion of the Lease Term remaining at the time of such proposed assignment or sublease; 14.7.4 Any any such assignment or sublease shall be subject and subordinate to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this LeaseLease with respect to the Subject Space which is the subject of such Transfer (other than the amount of Base Rent payable by Tenant with respect to a sublease), and any Affiliate assignee expressly remakes the representations and warranties of Tenant and assumes the obligations and indemnities of Tenant set forth in Section 25.25 below; and 14.7.5 Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease.

Affiliated Companies/Restructuring of Business Organization. The assignment or subletting Transfer by Tenant of with respect to all or any portion of this Lease or the Premises to (i) a direct parent, subsidiary or indirect parent spin-off company of Tenant (or an entity that becomes a parent, subsidiary or spin-off company of Tenant), or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases or acquires all or substantially all of the assets assets, stock or other ownership interests of Tenant, or (iv) any entity into which successor of Tenant is merged by reason of merger, consolidation, public offering, reorganization, dissolution, or consolidated sale of stock, membership or partnership interests or assets (all such persons or entities described in (i), (ii), (iiiii) and (iv) being sometimes hereinafter referred to as "“Affiliates"”) shall not be deemed a Transfer under this Article 14Section 14 and shall not entitle Landlord to exercise its recapture rights nor entitle Landlord to any excess consideration pursuant to Section 14.4(d) above, provided that: 14.7.1 (a) Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article Section 14; 14.7.2 (b) the use of the Premises remains substantially unchanged; (c) Intentionally deleted; (d) Tenant gives Landlord prior written notice of any such assignment or sublease to an Affiliate; 14.7.3 (e) Any such Affiliate that is an assignee of Tenant's entire interest in this Lease has, as of the effective date of any assignmentsuch assignment or sublease, a tangible net worth and net income, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 (f) Any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 (g) Tenant shall remain fully liable for all obligations to be performed by Tenant under this Lease. An Affiliate that is an assignee of Tenant’s entire interest in this Lease may be referred to herein as an “Affiliate Assignee”.

Affiliated Companies/Restructuring of Business Organization. The ----------------------------------------------------------- assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a direct or indirect parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under common control with Tenant, directly or indirectly, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or consolidated (all such persons or entities described in (i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "AffiliatesAFFILIATES") shall not be deemed a Transfer under this Article 14, provided that: 14.7.1 Any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; 14.7.2 Tenant gives Landlord written prior notice of any such assignment or sublease to an Affiliate; 14.7.3 Any such Affiliate that is an assignee The successor of Tenant's entire interest in this Lease has, Tenant and Tenant have as of the effective date of any assignment, such assignment or sublease a tangible net worth and net incomeworth, in the aggregate, computed in accordance with generally accepted accounting principles (but excluding goodwill as an asset), which is sufficient to meet the obligations imposed by the assignmentof Tenant under this Lease; 14.7.4 Any such assignment or sublease shall be subject to all of the term terms and provisions of this Lease, and such assignee or sublessee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignmentassignment or sublease, all the obligations of Tenant under this Lease; and 14.7.5 Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease.