Common use of Assignment and Subleases Clause in Contracts

Assignment and Subleases. The Tenant shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease, or sublet (which term, without limitation, shall include granting of concessions, licenses and the like) the whole or any part of the Premises without, in each instance, having first received the consent of the Landlord which consent shall not be unreasonably withheld, conditioned or delayed. Except as specifically permitted herein, any assignment or sublease made without such consent shall be void. The Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting by the Tenant based on any of the following factors: (a) The business of the proposed occupant is not consistent with the image and character which the Landlord desires to promote for the Building. (b) The proposed assignment, mortgage or pledge would in any way materially diminish Landlord’s rights with respect to the Premises. (c) The proposed occupant is not sufficiently creditworthy in the reasonable opinion of Landlord based on a comparison of the creditworthiness of other similarly-situated companies in the same industry as the proposed occupant. Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to assign or otherwise transfer this Lease or the Premises, or part of the Premises, without obtaining the prior consent of Landlord, (a) to its parent corporation, to a wholly owned subsidiary, to a corporation which is wholly owned by the same corporation which wholly owns Tenant, to an entity directly or indirectly controlling, controlled by or under common control with Tenant, any entity owning or controlling fifty percent (50%) or more of the outstanding voting interest of Tenant, or any entity of which Tenant owns or controls fifty percent (50%) or more of the voting interests, provided that (i) the transferee shall, prior to the effective date of the transfer, deliver to Landlord instruments evidencing such transfer and its agreement to assume and be bound by all the terms, conditions and covenants of this Lease to be performed by Tenant, all in form reasonably acceptable to Landlord, and (ii) at the time of such transfer there shall not be an uncured Event of Default under this Lease; or (b) to the purchaser of all or substantially all of its assets, any entity resulting from the merger or consolidation of Tenant, any successor entity resulting from a bona fide reorganization or Tenant, or to any entity into which the Tenant may be merged or consolidated (along with all or substantially all of its assets) (the “Acquiring Company”), provided that (i) the net assets of the Acquiring Company at the time of the transfer or merger shall not be less than the greater of (i) the net assets of the Tenant as of the date of this Lease, or (ii) the net assets of Tenant immediately prior to such transfer, (ii) the Acquiring Company continues to operate the business conducted in the Premises consistent with the Permitted Uses described in Exhibit A hereto, (iii) the Acquiring Company shall assume in writing, in form reasonably acceptable to Landlord, all of Tenant’s obligations under this Lease, (iv) Tenant shall provide to Landlord such additional information regarding the Acquiring Company as Landlord shall reasonably request, and (v) Tenant shall pay Landlord’s reasonable expenses incurred in connection therewith (up to a maximum amount of $5,000.00). Unless Landlord shall have objected to such assignment or transfer by Tenant within ten (10) business days following Landlord’s receipt of the information or items described in (b)(i) and (iii) above, Landlord shall be deemed to have waived its right to object thereto. The transfers described in this paragraph are referred to hereinafter as “Permitted Transfers.” Notwithstanding any other provision of this Lease, any public offering of shares or other ownership interest in Tenant or any private equity financing of Tenant by one or more investors who regularly invest in private companies shall not be deemed an assignment and shall not be subject to Landlord approval. Whether or not the Landlord consents, or is required to consent, to any assignment or subletting, the Tenant named herein (to the extent that the Tenant continues to exist as a distinct entity separate and apart from the entity to which the Lease is assigned) shall remain fully and primarily liable for the obligations of the tenant hereunder, including, without limitation, the obligation to pay Annual Fixed Rent and Additional Rent provided under this Lease. The Tenant shall give the Landlord notice of any proposed sublease or assignment, whether or not the Landlord’s consent is required hereunder, specifying the provisions of the proposed subletting or assignment, including (i) the name and address of the proposed subtenant or assignee, (ii) a copy of the proposed subtenant’s or assignee’s most recent annual financial statement, (iii) all of the terms and provisions upon which the proposed subletting or assignment is to be made. The Tenant shall reimburse the Landlord promptly for reasonable legal and other expenses incurred by the Landlord in connection with any request by the Tenant for consent to any assignment or subletting, in the aggregate amount of up to $5,000.00. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than the Tenant, the Landlord may, at any time during the continuance of an Event of Default hereunder without cure, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8 or the acceptance of the assignee, sublessee or occupant as a tenant, or a release of the Tenant from the further performance by the Tenant of covenants on the part of the Tenant herein contained. After deducting reasonable and ordinary sublease transaction expenses and rent abatement, the Tenant shall pay to the Landlord fifty percent (50%) of any amounts the Tenant receives from any subtenant or assignee as rent, additional rent or other forms of compensation or reimbursement other than those which are less than or equal to the then due and payable proportionate monthly share of Annual Fixed Rent, Additional Rent and all other monies due to Landlord pursuant to this Lease (allocable in the case of a sublease to that portion of the Premises being subleased). The consent by the Landlord to an assignment or subletting shall not be construed to relieve the Tenant from obtaining the express consent in writing of the Landlord to any further assignment or subletting. Landlord may elect, within thirty (30) days of receipt of written notice from Tenant of any proposed assignment of the Lease or sublease of all of the Premises, prior to approving or disapproving any proposed assignment or sublease, to repossess the Premises. Landlord may thereafter lease the Premises in such a manner as the Landlord may in its sole discretion determine. In the event Landlord elects to repossess the Premises as provided above, then all of the Tenant’s rights and obligations hereunder with respect to the Premises shall cease and shall be of no further force and effect. The provisions of this paragraph shall not apply to Permitted Transfers.

Assignment and Subleases. The Except as otherwise provided in this Section 6.8, the Tenant shall not assign, mortgage, pledge, hypothecate or otherwise transfer assign this Lease, Lease or sublet (which term, without limitation, shall include granting of concessions, licenses and the like) the whole or any part of the Premises Premises, nor permit the further underletting or assignment of any sublease or other occupancy agreement (each a “Transfer”) without, in each instance, having first received the consent of the Landlord which consent shall not be unreasonably withheld, conditioned withheld or delayed. Except as specifically permitted herein, any assignment or sublease Any purported Transfer made without such consent or otherwise not fulfilling the conditions and requirements of this Section 6.8 shall be void, and except as specifically permitted in this Section 6.8, in no event shall the Tenant or anyone claiming by, through or under the Tenant have the right to mortgage, pledge, hypothecate or otherwise transfer this Lease. The Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting by Transfer that is subject to the Tenant Landlord’s consent based on any of the following factors: (a) The business of If the manner in which the proposed occupant conducts its business operations is not consistent consistent, in Landlord’s reasonable opinion, with the image and character which of the Park development as a first-class biotechnology office/research and development park, then the withholding of consent by the Landlord desires to promote for the Building.shall be considered reasonable; and (b) The If the proposed assignmentTransfer is (i) an assignment of this Lease, mortgage or pledge would (ii) a sublease, then in any way materially diminish Landlord’s rights with respect to either of such cases, if the Premises. (c) The proposed occupant is not sufficiently creditworthy and trustworthy in the reasonable opinion of the Landlord based on a comparison with reference to the monetary and other obligations which are to be fulfilled by the Tenant under this Lease, and the reasonable needs of the creditworthiness Landlord to protect the value of other similarly-situated companies in the same industry as Building, then the withholding of consent by the Landlord shall be considered reasonable. (c) If the proposed occupantassignee or subtenant is already actively involved in discussions with either the Landlord or any affiliate of the Landlord regarding space within the Park that is or is to become available for lease, then the withholding of consent by the Landlord shall be considered reasonable. Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to assign or otherwise transfer Transfer this Lease or the Premises, or part of the Premises, without obtaining the prior consent of Landlord, (a) to its parent corporation, entity or to a wholly owned subsidiary, subsidiary or to a corporation an entity which is wholly owned by the same corporation entity which wholly owns Tenant, Tenant or to an entity directly or indirectly controllingthat controls, is controlled by or under common control with Tenant, any entity owning or controlling fifty percent (where control is the right to direct voting of more than 50%) or more % of the outstanding voting interest of Tenant, or any ownership interests in the applicable entity of which Tenant owns or controls fifty percent (50%) or more of the voting interestsan “Affiliate”), provided that (i) the transferee shall, prior to the effective date of the transfer, deliver to Landlord instruments evidencing such transfer and its agreement to assume and be bound by all the terms, conditions and covenants of this Lease to be performed by Tenant, all in form reasonably acceptable to Landlord, Landlord and (ii) at the time of such transfer there shall not be an uncured Event of Default under this LeaseLease except in connection with a bona fide dispute that the parties are negotiating in good faith to resolve; or (b) to the purchaser of all or substantially all of its assets, any entity resulting from the merger assets or consolidation of Tenant, any successor entity resulting from a bona fide reorganization or ownership interests in Tenant, or to any entity into which the Tenant may be merged or consolidated (along with all or substantially all of its assetsassets or ownership interests) (the “Acquiring Company”), provided that (i) the net assets of the Acquiring Company at the time of the transfer or merger shall not be less than the greater of (i) the net assets of the Tenant as of the date of this Lease, or (ii) the net assets of Tenant immediately prior to such at the time of the transfer, (ii) the Acquiring Company continues to operate the business conducted in Company’s use of the Premises shall be consistent with the Permitted Uses described in Exhibit A heretoA, (iii) the Acquiring Company shall assume in writing, in form reasonably acceptable to Landlord, all of Tenant’s obligations under this Lease, (iv) Tenant shall provide to Landlord such additional information regarding the Acquiring Company as Landlord shall reasonably request, and (v) Tenant shall pay Landlord’s reasonable third-party expenses incurred in connection therewith (up to a maximum amount of $5,000.00). Unless Landlord shall have objected to such assignment or transfer by Tenant within ten (10) business days following Landlord’s receipt of the information or items described in (b)(i) and (iii) above, Landlord shall be deemed to have waived its right to object theretotherewith. The transfers described in this paragraph are hereinafter referred to hereinafter as “Permitted Transfers.” Notwithstanding any Upon request of Tenant, Landlord agrees to execute a reasonable confidentiality agreement prior to Tenant’s being required to deliver financial and other provision of this Lease, any public offering of shares information on the assignee or other ownership interest in Tenant or any private equity financing of Tenant by one or more investors who regularly invest in private companies shall not be deemed an assignment and shall not be subject to Landlord approvalsubtenant. Whether or not the Landlord consents, or is required to consent, to any assignment or sublettingTransfer, the Tenant named herein (to the extent that the Tenant continues to exist as a distinct entity separate and apart from the entity to which the Lease is assigned) shall remain fully and primarily liable for the obligations of the tenant Tenant hereunder, including, without limitation, the obligation to pay Annual Fixed Rent and Additional Rent provided under this Lease. The Tenant shall give the Landlord at least 30 days prior written notice of any proposed sublease or assignment, whether or not the Landlord’s consent is required hereunderTransfer, specifying the provisions of the proposed subletting or assignmentthereof, including (i) the name and address of the proposed subtenant occupant, subtenant, assignee or assigneeother transferee, (ii) a copy of the proposed occupant’s, subtenant’s ’s, assignee’s, or assigneeother transferee’s most recent annual financial statement, and (iii) all of the terms and provisions upon which the proposed subletting or assignment Transfer is to be mademade including, without limitation, all of the documentation effectuating such Transfer (which shall be subject to the Landlord’s approval not to be unreasonably withheld) and such other reasonable information concerning the proposed Transfer or concerning the proposed occupant, subtenant, assignee or other transferee as the Tenant has obtained in connection with the proposed Transfer. The Tenant shall reimburse the Landlord promptly for reasonable legal and other reasonable expenses incurred by the Landlord in connection with any request by the Tenant for consent to any assignment or subletting, in the aggregate amount of up to $5,000.00Transfer. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than the Tenant, or there is otherwise a Transfer, then during any time when an Event of Default is subsisting, the Landlord may, at any time during the continuance of an Event of Default hereunder without cureand from time to time, collect rent and other charges from the assignee, sublessee sublessee, occupant or occupant transferee, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8 or the acceptance of the assignee, sublessee or occupant as a tenant, tenant or a release of the Tenant from the further performance by the Tenant of covenants on the part of the Tenant herein contained. After deducting reasonable and ordinary sublease transaction expenses and rent abatementExcept for Transfers to an Affiliate or an Acquiring Company, the Tenant shall pay to the Landlord fifty percent (50%) of any amounts the Tenant receives from any subtenant occupant, subtenant, assignee or assignee other transferee as rent, additional rent or other forms of compensation or reimbursement other than those which are less than or equal to (if any) in excess of the then due and payable aggregate amount of (i) the proportionate monthly share of Annual Fixed Rent, Additional Rent and all other monies due to Landlord pursuant to this Lease (allocable in the case of a sublease to that portion of the Premises being subleased), (ii) all costs associated with assigning or subleasing the Premises or any portion of the Premises, including without limitation, rent concessions, brokerage commissions and reasonable fees for legal services associated with the transaction, (iii) Tenant’s costs to prepare the space for the assignee or subtenant (“Sublease Transaction Expenses”), (iv) the costs of Tenant’s leasehold improvement in excess of the LIA, and (v) consideration payable to Tenant other than for the transfer of the interest in the leasehold estate hereunder, such as charges for use of shared equipment and services to be provided by Tenant to such transferee. In the circumstances where the transferee pays the consideration due to the Tenant on account of such transfer over time (e.g. monthly rental payments under a sublease), Sublease Transaction Expenses referred to in clauses (ii), (iii) and (iv) of the preceding sentence shall be amortized on a straight line basis over the term of the transfer in question. The consent by the Landlord to an assignment or subletting a Transfer for which the Landlord’s consent is required shall not be construed to relieve the Tenant from obtaining the obligation to obtain the express consent in writing of the Landlord to any further Transfer whether by the Tenant or by anyone claiming by, through or under the Tenant including, without limitation, any occupant, assignee, subtenant or other transferee. Except for Transfers to an Affiliate if the portion of the Premises that is subject to the proposed assignment or subletting. subletting is larger than 25% of the Premises and the proposed assignment or subletting is for the duration of the then remaining Term, then the Landlord may elect, within thirty (30) days of receipt of written notice from the Tenant of any proposed assignment of the Lease or sublease of all or any portion of the Premises, Premises prior to approving or disapproving any such proposed assignment or sublease, to repossess the PremisesPremises or the portion of the Premises under consideration. The Landlord may thereafter lease the Premises in such a manner as the Landlord may in its sole discretion determine. In the event the Landlord elects to repossess the Premises or the portion of the Premises under consideration as provided above, then all of the Tenant’s rights and obligations hereunder with respect to the Premises shall cease and shall be of no further force and effect. The provisions of this paragraph shall not apply to Permitted Transfers.

Assignment and Subleases. The Tenant shall not assign, mortgage, pledge, hypothecate or otherwise transfer assign this Lease, Lease or sublet (which term, without limitation, shall include granting of concessions, licenses and the like) the whole or any part of the Premises Premises, nor permit the further underletting or assignment of any sublease or other occupancy agreement (each a “Transfer”) without, in each instance, having first received the consent of the Landlord which consent shall not be unreasonably withheld, conditioned or delayed. Except as specifically permitted herein, any assignment or sublease Any purported Transfer made without such consent or otherwise not fulfilling the conditions and requirements of this Section 6.8 shall be void, and except as specifically permitted in this Section 6.8, in no event shall the Tenant or anyone claiming by, through or under the Tenant have the right to mortgage, pledge, hypothecate or otherwise transfer this Lease. The Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting by Transfer that is subject to the Tenant Landlord’s consent based on any of the following factors: (a) The business of If the manner in which the proposed occupant conducts its business operations is not consistent consistent, in Landlord’s reasonable opinion, with the image and character which of the Park development as a first-class biotechnology office/research and development park, then the withholding of consent by the Landlord desires to promote for the Building.shall be considered reasonable; and (b) The If the proposed assignmentTransfer is (i) an assignment of this Lease, mortgage or pledge would (ii) a sublease, then in any way materially diminish Landlord’s rights with respect to either of such cases, if the Premises. (c) The proposed occupant is not sufficiently creditworthy and trustworthy in the reasonable opinion of the Landlord based on a comparison with reference to the monetary and other obligations which are to be fulfilled by the Tenant under this Lease, and the reasonable needs of the creditworthiness Landlord to protect the value of other similarly-situated companies in the same industry as Building, then the withholding of consent by the Landlord shall be considered reasonable; and (c) If the proposed occupantassignee or subtenant is already actively involved in discussions with either the Landlord or any affiliate of the Landlord regarding space within the Park that is or is to become available for lease, then the withholding of consent by the Landlord shall be considered reasonable. Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to assign or otherwise transfer Transfer this Lease or the Premises, or part of the Premises, without obtaining the prior consent of Landlord, (a) to its parent corporation, entity or to a wholly wholly-owned subsidiary, subsidiary or to a corporation an entity which is wholly owned by the same corporation entity which wholly owns Tenant, to Tenant (an entity directly or indirectly controlling, controlled by or under common control with Tenant, any entity owning or controlling fifty percent (50%) or more of the outstanding voting interest of Tenant, or any entity of which Tenant owns or controls fifty percent (50%) or more of the voting interests“Affiliate”), provided that (i) the transferee shall, prior to the effective date of the transfer, deliver to Landlord instruments evidencing such transfer and its agreement to assume and be bound by all the terms, conditions and covenants of this Lease to be performed by Tenant, all in form reasonably acceptable to Landlord, and (ii) at the time of such transfer there shall not be an uncured Event of Default under this Lease; or (b) to the purchaser of all or substantially all of its assets, any entity resulting from the merger or consolidation of Tenant, any successor entity resulting from a bona fide reorganization or Tenant, or to any entity into which the Tenant may be merged or consolidated (along with all or substantially all of its assets) (the “Acquiring Company”), provided that (i) the net assets of the Acquiring Company at the time of the transfer or merger shall not be less than the greater of (i) the net assets of the Tenant as of the date of this Lease, or (ii) the net assets of Tenant immediately prior to such at the time of the transfer, (ii) the Acquiring Company continues to operate the business conducted in Company’s use of the Premises shall be consistent with the Permitted Uses described in Exhibit A heretoA, (iii) the Acquiring Company shall assume in writing, in form reasonably acceptable to Landlord, all of Tenant’s obligations under this Lease, (iv) Tenant shall provide to Landlord such additional information regarding the Acquiring Company as Landlord shall reasonably request, and (v) Tenant shall pay Landlord’s reasonable third-party expenses incurred in connection therewith (up not to a maximum amount of exceed $5,000.005,000.00 in the aggregate). Unless Landlord shall have objected to such assignment or transfer by Tenant within ten (10) business days following Landlord’s receipt of the information or items described in (b)(i) and (iii) above, Landlord shall be deemed to have waived its right to object thereto. The transfers described in this paragraph are hereinafter referred to hereinafter as “Permitted Transfers.” Notwithstanding any other provision of this Lease, any public offering of shares or other ownership interest in Tenant or any private equity financing of Tenant by one or more investors who regularly invest in private companies shall not be deemed an assignment and shall not be subject to Landlord approval. Whether or not the Landlord consents, or is required to consent, to any assignment or sublettingTransfer, the Tenant named herein (to the extent that the Tenant continues to exist as a distinct entity separate and apart from the entity to which the Lease is assigned) shall remain fully and primarily liable for the obligations of the tenant Tenant hereunder, including, without limitation, the obligation to pay Annual Fixed Rent and Additional Rent provided under this Lease. The Tenant shall give the Landlord at least 30 days prior written notice of any proposed sublease or assignmentTransfer (except for a Permitted Transfer, whether or not the Landlord’s consent is required hereunderwhich shall require at least ten (10) days prior written notice), specifying the provisions of the proposed subletting or assignmentthereof, including (i) the name and address of the proposed subtenant occupant, subtenant, assignee or assigneeother transferee, (ii) a copy of the proposed occupant’s, subtenant’s ’s, assignee’s, or assigneeother transferee’s most recent annual financial statement, and (iii) all of the terms and provisions upon which the proposed subletting or assignment Transfer is to be mademade including, without limitation, all of the documentation effectuating such Transfer (which shall be subject to the Landlord’s approval not to be unreasonably withheld, conditioned or delayed) and such other reasonable information concerning the proposed Transfer or concerning the proposed occupant, subtenant, assignee or other transferee as the Tenant has obtained in connection with the proposed Transfer. The Tenant shall reimburse the Landlord promptly for reasonable legal and other reasonable expenses incurred by the Landlord in connection with any request by the Tenant for consent to any assignment or subletting, Transfer (not to exceed $5,000.00 in the aggregate amount of up to $5,000.00aggregate). If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than the Tenant, or there is otherwise a Transfer, then during any time when an Event of Default is subsisting, the Landlord may, at any time during the continuance of an Event of Default hereunder without cureand from time to time, collect rent and other charges from the assignee, sublessee sublessee, occupant or occupant transferee, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8 or the acceptance of the assignee, sublessee or occupant as a tenant, tenant or a release of the Tenant from the further performance by the Tenant of covenants on the part of the Tenant herein contained. After deducting reasonable and ordinary sublease transaction expenses and rent abatementExcept for Permitted Transfers, the Tenant shall pay to the Landlord fifty percent (50%) of any amounts the Tenant actually receives from any subtenant occupant, subtenant, assignee or assignee other transferee as rent, additional rent or other forms of compensation or reimbursement other than those which are less than or equal to (if any) in excess of the then due and payable aggregate amount of (i) the proportionate monthly share of Annual Fixed Rent, Additional Rent and all other monies due to Landlord pursuant to this Lease (allocable in the case of a sublease to that portion of the Premises being subleased), (ii) all costs associated with assigning or subleasing the Premises or any portion of the Premises, including without limitation, rent concessions, architecture and engineering expenses, brokerage commissions and reasonable fees for legal services associated with the transaction, and (iii) Tenant’s costs to prepare the space for the assignee or subtenant (all costs in clause (ii) and (iii), collectively, “Sublease Transaction Expenses”). In the circumstances where the transferee pays the consideration due to the Tenant on account of such transfer over time (e.g. monthly rental payments under a sublease), Sublease Transaction Expenses shall be amortized on a straight line basis over the term of the transfer in question. The consent by the Landlord to an assignment or subletting a Transfer for which the Landlord’s consent is required shall not be construed to relieve the Tenant from obtaining the obligation to obtain the express consent in writing of the Landlord to any further assignment Transfer whether by the Tenant or sublettingby anyone claiming by, through or under the Tenant including, without limitation, any occupant, assignee, subtenant or other transferee. Except for Transfers to an Affiliate or any sublease during the first twenty-four (24) months of the Term hereof, the Landlord may elect, within thirty (30) days of receipt of written notice from the Tenant of any proposed assignment of the Lease or sublease of all or any portion of the Premises, Premises prior to approving or disapproving any such proposed assignment or sublease, to repossess the PremisesPremises or the portion of the Premises under consideration, provided, however, the foregoing right to repossess shall only apply to any proposed assignment or sublease which is for a term that expires during the final year of the Term of this Lease. The Landlord may thereafter lease the Premises in such a manner as the Landlord may in its sole discretion determine. In the event the Landlord elects to repossess the Premises or the portion of the Premises under consideration as provided above, then all of the Tenant’s rights and obligations hereunder with respect to the Premises shall cease and shall be of no further force and effect. The provisions of this paragraph shall not apply to Permitted Transfers.

Assignment and Subleases. The Tenant shall not assign, mortgage, pledge, hypothecate or otherwise transfer assign this Lease, Lease or sublet (which term, without limitation, shall include granting of concessions, licenses and the like) the whole or any part of the Premises (each a “Transfer”) without, in each instance, having first received the consent of the Landlord which consent shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, that a Transfer shall include an assignment only to the extent that it is an assignment of the Lease to a successor tenant and not a collateral assignment. Tenant shall have no right to transfer its roof rights granted under Section 2.2(b) other than in connection with a Transfer of the whole or any part of the Premises for purposes of enabling the transferee to occupy the same for the conduct of its business therein (provided that the occupancy of part of the Premises in service of a business the substantial orientation of which is roof communications shall not qualify as such an occupancy). Except as specifically permitted herein, any assignment or sublease Transfer made without such consent shall be void, and in no event shall the Tenant have the right to mortgage, pledge, hypothecate or otherwise transfer this Lease. The Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting Transfer by the Tenant based on any of the following factors: (a) The business of If the manner in which the proposed occupant conducts its business operations is not consistent consistent, in Landlord’s reasonable opinion, with the image and character which of the University Park development as a first-class office/research and development park then the Landlord desires to promote for the Buildingmay reasonably withhold its consent. (b) The If at the time of the contemplated consummation of the proposed assignmentTransfer the Tenant’s Consolidated Net Available Cash and Net Working Capital are not, mortgage or pledge would in any way materially diminish Landlord’s rights with respect reasonable judgment, sufficient to support its obligations under this Lease, then: (i) in the Premises. (c) The event of a proposed Transfer constituting an assignment of this Lease, the Landlord may reasonably withhold its consent if the proposed assignee is not sufficiently creditworthy in the reasonable opinion of the Landlord based on a comparison of the creditworthiness of other companies in the same industry as the proposed occupant and (ii) in the event of a proposed Transfer constituting a sublease, if, as a result of the consummation of the proposed sublease, the then Tenant shall no longer be in occupancy of at least seventy five percent (75%) of the rentable floor area of the Premises (e.g. any sublease that would result in more than twenty five percent (25%) of the rentable floor area of the Premises being subject to a sublease or subleases), then the Landlord may reasonably withhold its consent if the proposed sublessee is not sufficiently creditworthy in the reasonable opinion of Landlord based on a comparison of the creditworthiness of other similarly-situated companies in the same industry as the proposed occupant. (c) If the proposed occupant has already initiated discussions with either the Landlord or any affiliate of the Landlord regarding space within University Park that is or is to become available for lease, then the Landlord may reasonably withhold its consent. If the Tenant desires to contest the Landlord’s withholding of consent to any proposed Transfer based on any of the foregoing factors, then Tenant shall, within sixty (60) days after receipt of the Landlord’s notice withholding consent, send written notice of such disagreement to the Landlord. After the Landlord’s receipt of such notice, the Landlord and the Tenant shall have thirty (30) days within which to resolve such controversy after which such controversy shall be resolved by submittal to the binding Dispute Resolution Process described in Exhibit J attached hereto and made a part hereof. Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to assign or otherwise transfer this Lease or the Premises, or part of the Premises, without obtaining the prior consent of Landlord, (a) to its parent corporation, entity or to a wholly majority owned subsidiary, subsidiary or to a corporation an entity which is wholly owned by the same corporation entity which wholly owns Tenant, to an entity directly or indirectly controlling, controlled by or under common control with Tenant, any entity owning or controlling fifty percent (50%) or more of the outstanding voting interest of Tenant, or any entity of which Tenant owns or controls fifty percent (50%) or more of the voting interests, provided that (i) the transferee shall, subject to applicable law, regulation or prior binding agreement, prior to the effective date of the transfer, deliver to Landlord instruments evidencing such transfer and its agreement to assume and be bound by all the terms, conditions and covenants of this Lease to be performed by Tenant, all in form reasonably acceptable to Landlord, and (ii) at the time of such transfer there shall not be an uncured Event of Default under this Lease; or (b) to the purchaser of all or substantially all at least fifty percent (50%) of its assets, any entity resulting from the merger assets or consolidation of Tenant, any successor entity resulting from a bona fide reorganization or Tenantstock, or to any entity into which the Tenant may be merged or consolidated (along with all or substantially all of its assets) (the “Acquiring Company”), provided that (i) the net assets worth of the Acquiring Company at upon the time consummation of the transfer or merger shall not be less than the greater of (i) the net assets worth of the Tenant as of at the date of this Lease, or (ii) the net assets of Tenant time immediately prior to such transfertransfer or merger, (ii) the Acquiring Company continues to operate the business conducted in the Premises consistent with the Permitted Uses described in Exhibit A hereto, (iii) the Acquiring Company shall assume in writing, in form reasonably acceptable to Landlord, all of Tenant’s obligations under this Lease, (iv) Tenant shall provide to Landlord such additional information regarding the Acquiring Company as Landlord shall reasonably request, and (v) Tenant shall pay Landlord’s reasonable out-of-pocket expenses incurred in connection therewith (up to a maximum amount of $5,000.00)therewith. Unless Landlord shall have objected to such assignment or transfer by Tenant within ten (10) business days following Landlord’s receipt of the information or items described in (b)(i) and (iii) above, Landlord shall be deemed to have waived its right to object thereto. The Each of the transfers described in this paragraph are is referred to hereinafter as “Permitted Transfers.” Notwithstanding In no event shall any other provision transaction consummated for the purpose of evading Tenant’s obligation to obtain Landlord’s consent under this LeaseSection 6.8 be construed as a Permitted Transfer, any public offering of shares or other ownership interest in Tenant or any private equity financing of Tenant by one or more investors who regularly invest in private companies shall not be deemed an assignment and shall not be subject to Landlord approvalnotwithstanding that such transaction otherwise qualifies as a Permitted Transfer. Whether or not the Landlord consents, or is required to consent, to any assignment or sublettingTransfer, the Tenant named herein (to the extent that the Tenant continues to exist as a distinct entity separate and apart from the entity to which the Lease is assigned) shall remain fully and primarily liable for the obligations of the tenant hereunder, including, without limitation, the obligation to pay Annual Fixed Rent and Additional Rent provided under this Lease. The Tenant shall give the Landlord notice of any proposed sublease or assignmentTransfer, whether or not the Landlord’s consent is required hereunder, specifying the provisions of the proposed subletting or assignmentthereof, including (i) the name and address of the proposed subtenant subtenant, assignee, mortgagee or assigneeother transferee, (ii) a copy of the proposed subtenant’s, assignee’s, mortgagee’s or assigneeother transferee’s most recent annual financial statement, (iii) all of the terms and provisions upon which the proposed subletting or assignment Transfer is to be mademade including, without limitation, all of the documentation effectuating such Transfer (which shall be subject to the Landlord’s approval not to be unreasonably withheld) and such other reasonable information concerning the proposed Transfer or concerning the proposed subtenant, assignee, mortgagee or other transferee as the Tenant has obtained in connection with the proposed Transfer. The Tenant shall reimburse the Landlord promptly for reasonable legal and other expenses incurred by the Landlord in connection with any request by the Tenant for consent to any assignment or subletting, in the aggregate amount of up to $5,000.00Transfer. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than the Tenant, or there is otherwise a Transfer after an event of default the Landlord may, at any time during the continuance of an Event of Default hereunder without cureand from time to time, collect rent and other charges from the assignee, sublessee sublessee, occupant, mortgagee or occupant transferee and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8 or the acceptance of the assignee, sublessee or occupant as a tenant, tenant or a release of the Tenant from the further performance by the Tenant of covenants on the part of the Tenant herein contained. After deducting reasonable and ordinary sublease transaction expenses and rent abatement, the The Tenant shall pay to the Landlord fifty percent (50%) of any amounts the Tenant receives from any subtenant subtenant, assignee, mortgagee or assignee other transferee as rent, additional rent or other forms of compensation or reimbursement other than those which are less than or equal to the aggregate of (i) the then due and payable (present valued in a manner reasonably satisfactory to Landlord in the case of an assignment or similar Transfer) proportionate monthly share of Annual Fixed Rent, Additional Rent and all other monies due to Landlord pursuant to this Lease (allocable in the case of a sublease to that portion of the Premises being subleased), (ii) the reasonable transaction costs associated with such a transaction, which shall include brokerage commissions, fees for legal services and any expenses of preparing the Premises or applicable portion thereof for occupancy by such subtenant, assignee, mortgagee or other transferee (provided that only the monthly amortization of the expenses incurred in preparing the space for occupancy by such transferee, utilizing an interest component reasonably satisfactory to Landlord, may be included in this calculation in case of a sublease or similar Transfer) and (iii) any fees the Tenant receives for services provided to any such transferee, such as glass washing. The preceding sentence shall not apply to any Permitted Transfers. Neither the fact that the Landlord’s consent may not be required in order for the Tenant to effectuate a Permitted Transfer, nor the consent by the Landlord to an assignment or subletting a Transfer for which the Landlord’s consent is required shall not be construed to relieve the Tenant from obtaining the express consent in writing of the Landlord to any further assignment Transfer whether by the Tenant or sublettingby anyone claiming by, through or under the Tenant including, without limitation, any assignee, subtenant, mortgagee or other transferee, excluding any Permitted Transfer. Landlord may elect, within thirty (30) days of receipt of written notice from Tenant of any proposed assignment of the Lease or this Lease, sublease of all of the Premises or sublease of the remainder of the Premises then occupied by the Tenant (in the case where the Tenant has theretofore sublet a portion of the Premises), prior to approving or disapproving any such proposed assignment or sublease, to repossess the Premises (or in the case where Tenant has theretofore sublet a portion of the Premises, the portion of the Premises not then subject to sublease). Landlord may thereafter lease the Premises (or the portion thereof repossessed) in such a manner as the Landlord may in its sole discretion determine. In the event Landlord elects to repossess the Premises as provided above, then all of the Tenant’s rights and obligations hereunder with respect to the portion of the Premises repossessed by the Landlord shall cease and shall be of no further force and effect. The provisions of this paragraph shall not apply to Permitted Transfers.

Assignment and Subleases. The Tenant shall not assign, mortgage, pledge, hypothecate or otherwise transfer assign this Lease, Lease or sublet (which term, without limitation, shall include granting of concessions, licenses and the like) the whole or any part of the Premises Premises, nor permit the further underletting or assignment of any sublease or other occupancy agreement (each a ‘Transfer”) without, in each instance, having first received the consent of the Landlord which consent shall not be unreasonably withheld, conditioned withheld or delayed, except in the case of Permitted Transfers, with respect to which the Landlord’s consent shall not be required so long as a condition constituting an Event of Default is not then subsisting. Except In no event shall any of the Tenant’s rights with respect to the roof of the Building, if any, be assigned or sublet other than in connection with a Transfer of the whole or any part of the Premises for purposes of enabling the transferee to occupy the same for the conduct of its business therein (provided that the occupancy of part of the Premises in service of a business the substantial orientation of which is roof communications shall not qualify as specifically permitted hereinsuch an occupancy), any assignment or sublease to a service provider using such roof rights exclusively for the purpose of providing services to the Tenant in connection with the conduct of the Tenant’s business (other than a communications business). Any purported Transfer made without such consent or otherwise not fulfilling the conditions and requirements of this Section 6.8 shall be void, and except as specifically permitted in this Section 6.8, in no event shall the Tenant or anyone claiming by, through or under the Tenant have the right to mortgage, pledge, hypothecate or otherwise transfer this Lease. The Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting by Transfer that is subject to the Tenant Landlord’s consent based on any of the following factors: (a) The business of If the manner in which the proposed occupant conducts its business operations is not consistent consistent, in Landlord’s reasonable opinion, with the image and character which of the University Park development as a first-class office/research and development park, then the withholding of consent by the Landlord desires to promote for the Building.shall be considered reasonable and (b) The If the proposed assignmentTransfer is (i) an assignment of this Lease, mortgage or pledge (ii) a sublease where as a result of the consummation of such sublease, the then Tenant shall no longer be in occupancy of at least sixty five percent (65%) of the rentable floor area of the Premises (e.g. any sublease that would result in any way materially diminish Landlord’s rights with respect more than thirty five percent (35%) of the rentable floor area of the Premises being subject to a sublease, subleases or other occupancy agreements), then in either of such cases, if the Premises. (c) The proposed occupant is not sufficiently creditworthy in the reasonable opinion of the Landlord based on a comparison with reference to the obligations which are to be fulfilled by the tenant under this Lease, and the reasonable needs of the creditworthiness Landlord to protect the value of other similarly-situated companies in the same industry as Building, then the withholding of consent by the Landlord shall be considered reasonable. If the proposed occupantoccupant is already involved in discussions with either the Landlord or any affiliate of the Landlord regarding space within University Park that is or is to become available for lease, then the withholding of consent by the Landlord shall be considered reasonable. Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to assign or otherwise transfer this Lease or the Premises, or part of the Premises, without obtaining the prior consent of Landlord, (a) to its parent corporation, an entity owning a majority of Tenant or to a wholly majority owned subsidiary, subsidiary or to a corporation an entity which is wholly majority owned by the same corporation entity which wholly owns Tenant, to an entity directly or indirectly controlling, controlled by or under common control with Tenant, a majority of Tenant (any entity owning or controlling fifty percent (50%) or more of the outstanding voting interest of Tenant, or any entity of which foregoing being referred to herein as a ‘Tenant owns or controls fifty percent (50%) or more of the voting interestsAffiliate”), provided that (i) the transferee shall, subject to applicable law, regulation or prior binding agreement, prior to the effective date of the transfer, deliver to Landlord instruments evidencing such transfer and its agreement to assume and be bound by all the terms, conditions and covenants of this Lease to be performed by Tenant, all in form reasonably acceptable to Landlord, and (ii) at the time of such transfer there shall not be an uncured Event of Default under this Lease; or (b) to the purchaser of all or substantially all at least fifty percent (50%) of its assets, any entity resulting from the merger assets or consolidation of Tenant, any successor entity resulting from a bona fide reorganization or Tenantstock, or to any entity into which the Tenant may be merged or consolidated (along with all or substantially all of its assets) (the “Acquiring Company”), provided that (i) the net assets worth of the Acquiring Company at upon the time consummation of the transfer or merger shall not be less than the greater of (i) the net assets worth of the Tenant as of at the date of this Lease, or (ii) the net assets of Tenant time immediately prior to such transfertransfer or merger, (ii) the Acquiring Company continues to operate the business conducted in the Premises consistent with the Permitted Uses described in Exhibit A hereto, (iii) the Acquiring Company shall assume in writing, in form reasonably acceptable to Landlord, all of Tenant’s obligations under this Lease, (iv) Tenant shall provide to Landlord such additional information regarding the Acquiring Company as Landlord shall reasonably request, and (v) Tenant shall pay Landlord’s reasonable out-of-pocket expenses incurred in connection therewith (up to a maximum amount of $5,000.00)therewith. Unless Landlord shall have objected to such assignment or transfer by Tenant within ten (10) business days following Landlord’s receipt of the information or items described in (b)(i) and (iii) above, then Landlord shall be deemed to have waived its right to object thereto. The Each of the transfers described in this paragraph are is referred to hereinafter as “Permitted Transfers.” Notwithstanding In no event shall any other provision transaction consummated for the purpose of evading Tenant’s obligation to obtain Landlord’s consent under this LeaseSection 6.8 be construed as a Permitted Transfer, any public offering of shares or other ownership interest in Tenant or any private equity financing of Tenant by one or more investors who regularly invest in private companies shall not be deemed an assignment and shall not be subject to Landlord approvalnotwithstanding that such transaction otherwise qualifies as a Permitted Transfer. Whether or not the Landlord consents, or is required to consent, to any assignment or sublettingTransfer, the Tenant named herein (to the extent that the Tenant continues to exist as a distinct entity separate and apart from the entity to which the Lease is assigned) shall remain fully and primarily liable for the obligations of the tenant Tenant hereunder, including, without limitation, the obligation to pay Annual Fixed Rent and Additional Rent provided under this Lease. The Tenant shall give the Landlord notice of any proposed sublease or assignment, whether or not the Landlord’s consent is required hereunderTransfer (other than a Permitted Transfer), specifying the provisions of the proposed subletting or assignmentthereof, including (i) the name and address of the proposed subtenant occupant, subtenant, assignee, mortgagee or assigneeother transferee, (ii) a copy of the proposed occupant’s, subtenant’s, assignee’s, mortgagee’s or assigneeother transferee’s most recent annual financial statement, and (iii) all of the terms and provisions upon which the proposed subletting or assignment Transfer is to be mademade including, without limitation, all of the documentation effectuating such Transfer (which shall be subject to the Landlord’s approval not to be unreasonably withheld) and such other reasonable information concerning the proposed Transfer or concerning the proposed occupant, subtenant, assignee, mortgagee or other transferee as the Tenant has obtained in connection with the proposed Transfer. The Tenant shall reimburse the Landlord promptly for reasonable legal and other reasonable expenses incurred by the Landlord in connection with any request by the Tenant for consent to any assignment or subletting, in the aggregate amount of up to $5,000.00Transfer. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than the Tenant, or there is otherwise a Transfer, then during any time when an Event of Default is subsisting, the Landlord may, at any time during the continuance of an Event of Default hereunder without cureand from time to time, collect rent and other charges from the assignee, sublessee sublessee, occupant, mortgagee or occupant transferee, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8 or the acceptance of the assignee, sublessee or occupant as a tenant, tenant or a release of the Tenant from the further performance by the Tenant of covenants on the part of the Tenant herein contained. After deducting reasonable and ordinary sublease transaction expenses and rent abatement, the The Tenant shall pay to the Landlord fifty percent (50%) of any amounts the Tenant receives from any subtenant occupant, subtenant, assignee or assignee other transferee other than a Permitted Transferee, as rent, additional rent or other forms of compensation or reimbursement other than those which are less than or equal to (if any) in excess of the then due and payable aggregate amount of (i) the proportionate monthly share of Annual Fixed Rent, Additional Rent and all other monies due to Landlord pursuant to this Lease (allocable in the case of a sublease to that portion of the Premises being subleased), (ii) brokerage commissions and fees for legal services associated with the transaction, (iii) any expenses incurred by the Tenant in connection with preparing the Premises or applicable portion thereof for occupancy by such subtenant, assignee or other transferee and (iv) any monetary concessions paid to the subtenant, assignee or other transferee such as, but not limited to, reimbursement of moving expenses (collectively “Sublease Transaction Expenses”). The In the circumstances where the transferee pays the consideration due to the Tenant on account of such transfer over time (e.g. monthly rental payments under a sublease), Sublease Transaction Expenses shall be amortized on a straight-line basis over the term of the transfer in question, together with interest at a rate which is reasonably satisfactory to the Landlord. Neither the fact that the Landlord’s consent may not be required in order for the Tenant to effectuate a Permitted Transfer, nor the consent by the Landlord to an assignment or subletting a Transfer for which the Landlord’s consent is required shall not be construed to relieve the Tenant from obtaining the obligation to obtain the express consent in writing of the Landlord to any further assignment Transfer whether by the Tenant or sublettingby anyone claiming by, through or under the Tenant including, without limitation, any occupant, assignee, subtenant, mortgagee or other transferee, excluding any Permitted Transfer. The Landlord may elect, within thirty (30) days of receipt of written notice from the Tenant of any proposed assignment of the this Lease or sublease of all of the Premises, prior to approving or disapproving any such proposed assignment or subleaseassignment, to repossess the Premises. The Landlord may thereafter lease the Premises in such a manner as the Landlord may in its sole discretion determine. In the event the Landlord elects to repossess the Premises as provided above, then all of the Tenant’s rights and obligations hereunder with respect to the Premises shall cease and shall be of no further force and effect. The provisions of this paragraph shall not apply to Permitted Transfers. If the Landlord withholds consent to a proposed Transfer, in any case where the Landlord is bound by this Lease not to unreasonably withhold such consent, and the Tenant disputes the reasonability of the Landlord’s withholding of such consent, then either party may, at its election, have the dispute resolved by the Expedited Dispute Resolution Procedure. The Landlord shall have no liability for having unreasonably withheld consent to such a Transfer provided that the Landlord may be required to give such consent pursuant to the Expedited Dispute Resolution Procedure.

Assignment and Subleases. The Tenant shall not hot assign, mortgage, pledge, hypothecate or otherwise transfer this Lease, or sublet (which term, without limitation, shall include granting of concessions, licenses and the like) the whole or any part of the Premises without, in each instance, having first received the consent of the Landlord which consent shall not be unreasonably withheld, conditioned or delayed. Except as specifically permitted herein, any assignment or sublease made without such consent shall be void. The Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting by the Tenant based on any of the following factors: (a) The business of the proposed occupant is not consistent with the image and character which the Landlord desires to promote for the Building., (b) The proposed assignment, mortgage or pledge would in any way materially diminish Landlord’s rights with respect to the Premises. (c) The proposed occupant is not sufficiently creditworthy in the reasonable opinion of Landlord based on a comparison of the creditworthiness of other similarly-situated companies in the same industry as the proposed occupant. Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to assign or otherwise transfer this Lease or the Premises, or part of the Premises, without obtaining the prior consent of Landlord, (a) to its parent corporation, to a wholly owned subsidiary, to a corporation which is wholly owned by the same corporation which wholly owns Tenant, to an entity directly or indirectly controlling, controlled by or under common control with Tenant, any entity owning or controlling fifty percent (50%) or more of the outstanding voting interest of Tenant, or any entity of which Tenant owns or controls fifty percent (50%) or more of the voting interests, provided that (i) the transferee shall, prior to the effective date of the transfer, deliver to Landlord instruments evidencing such transfer and its agreement to assume and be bound by all the terms, conditions and covenants of this Lease to be performed by Tenant, all in form reasonably acceptable to Landlord, and (ii) at the time of such transfer there shall not be an uncured Event of Default under this Lease; or (b) to the purchaser of all or substantially all of its assets, any entity resulting from the merger or consolidation of Tenant, any successor entity resulting from a bona fide reorganization or Tenant, or to any entity into which the Tenant may be merged or consolidated (along with all or substantially all of its assets) (the “Acquiring Company”), provided that (i) the net assets of the Acquiring Company at the time of the transfer or merger shall not be less than the greater of (i) the net assets of the Tenant as of the date of this Lease, or (ii) the net assets of Tenant immediately prior to such transfer$25,000,000.00, (ii) the Acquiring Company continues to operate the business conducted in the Premises consistent with the Permitted Uses described in Exhibit A hereto, (iii) the Acquiring Company shall assume in writingWriting, in form reasonably acceptable to Landlord, all of Tenant’s obligations under this Lease, (iv) Tenant shall provide to Landlord such additional information regarding the Acquiring Company as Landlord shall reasonably request, and (v) Tenant shall pay Landlord’s reasonable expenses incurred in connection therewith (up to a maximum amount of $5,000.005,000,00). Unless Landlord shall have objected to such assignment or transfer by Tenant within ten (10) business days following Landlord’s receipt of the information or items described in (b)(i) and (iii) above, Landlord shall be deemed to have waived its right to object thereto. The transfers described in this paragraph are referred to hereinafter as “Permitted Transfers.” Notwithstanding any other provision of this Lease, any public offering of shares or other ownership interest in Tenant or any private equity financing of Tenant by one or more investors who regularly invest in private companies shall not be deemed an assignment and shall not be subject to Landlord approval. Whether or not the Landlord consents, or is required to consent, to any assignment or subletting, the Tenant named herein (to the extent that the Tenant continues to exist as a distinct entity separate and apart from the entity to which the Lease is assigned) shall remain fully and primarily liable for the obligations of the tenant hereunder, including, without limitation, the obligation to pay Annual Fixed Rent and Additional Rent provided under this Lease. The Tenant shall give the Landlord notice of any proposed sublease or assignment, whether or not the Landlord’s consent is required hereunder, specifying the provisions of the proposed subletting or assignment, including (i) the name and address of the proposed subtenant or assignee, (ii) a copy of the proposed subtenant’s or assignee’s most recent annual financial statement, (iii) all of the terms and provisions upon which the proposed subletting or assignment is to be made. The Tenant shall reimburse the Landlord promptly for reasonable legal and other expenses incurred by the Landlord in connection with any request by the Tenant for consent to any assignment or subletting, in the aggregate amount of up to $5,000.00. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than the Tenant, the Landlord may, at any time during the continuance of an Event of Default hereunder without cure, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8 or the acceptance of the assignee, sublessee or occupant as a tenant, or a release of the Tenant from the further performance by the Tenant of covenants on the part of the Tenant herein contained. After deducting reasonable and ordinary sublease transaction expenses (including, without limitation, any broker’s commission), unamortized tenant improvements paid by the Tenant and rent abatement, the Tenant shall pay to the Landlord fifty percent (50%) of any amounts the Tenant receives from any subtenant or assignee as rent, additional rent or other forms of compensation or reimbursement other than those which are less than or equal to the then due and payable proportionate monthly share of Annual Fixed Rent, Additional Rent and all other monies due to Landlord pursuant to this Lease (allocable in the case of a sublease to that portion of the Premises being subleased). The consent by the Landlord to an assignment or subletting shall not be construed to relieve the Tenant from obtaining the express consent in writing of the Landlord to any further assignment or subletting. Landlord may elect, within thirty (30) days of receipt of written notice from Tenant of any proposed assignment of the Lease or sublease of all of the Premises, prior to approving or disapproving any proposed assignment or subleasesublease of more than 50% of the entire Premises, to repossess the Premises, provided that such repossession shall not take effect (i) until twelve (12) months after the proposal by Tenant of an assignment of the entire Premises or (ii) until thirty (30) days after the proposal by Tenant of a proposed sublease of the entire Premises. Landlord may thereafter lease the Premises in such a manner as the Landlord may in its sole discretion determine. In the event Landlord elects to repossess the Premises as provided above, then all of the Tenant’s rights and obligations hereunder with respect to the Premises shall cease and shall be of no further force and effect. The provisions of this paragraph shall not apply to Permitted Transfers.

Assignment and Subleases. The Tenant shall not assign, mortgage, pledge, hypothecate or otherwise transfer assign this Lease, Lease or sublet (which term, without limitation, shall include granting of concessions, licenses and the like) the whole or any part of the Premises Premises, nor permit the further underletting or assignment of any sublease or other occupancy agreement (each a “Transfer”), without, in each instance, having first received the consent of the Landlord which consent shall not be unreasonably withheld, conditioned withheld or delayed, except in the case of Permitted Transfers, with respect to which the Landlord’s consent shall not be required so long as a condition constituting an Event of Default is not then subsisting. Except as specifically permitted herein, any assignment or sublease Any purported Transfer made without such consent or otherwise not fulfilling the conditions and requirements of this Section 6.8 shall be void, and except as specifically permitted in this Section 6.8, in no event shall the Tenant or anyone claiming by, through or under the Tenant have the right to mortgage, pledge, hypothecate or otherwise transfer this Lease. The Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting by Transfer that is subject to the Tenant Landlord’s consent based on any of the following factors: (a) The business of If the manner in which the proposed occupant conducts its business operations is not consistent consistent, in Landlord’s reasonable opinion, with the image and character which of the Park development as a first-class biotechnology office/research and development park, then the withholding of consent by the Landlord desires to promote for the Building.shall be considered reasonable; and (b) The If the proposed assignmentTransfer is (i) an assignment of this Lease, mortgage or pledge (ii) a sublease where as a result of the consummation of such sublease, the then Tenant shall no longer be in occupancy of at least eighty percent (80%) of the rentable floor area of the Premises (e.g. any sublease that would result in any way materially diminish Landlord’s rights with respect more than twenty percent (20%) of the rentable floor area of the Premises being subject to a sublease, subleases or other occupancy agreements), then, in either of such cases, if the Premises. (c) The proposed occupant is not sufficiently creditworthy and trustworthy in the reasonable opinion of the Landlord based on a comparison with reference to the monetary and other obligations which are to be fulfilled by the Tenant under this Lease, and the reasonable needs of the creditworthiness Landlord to protect the value of other similarly-situated companies in the same industry as Building, then the withholding of consent by the Landlord shall be considered reasonable; and (c) If the proposed occupantassignee or subtenant is already involved in discussions with either the Landlord or any affiliate of the Landlord regarding space within the Park that is or is to become available for lease, then the withholding of consent by the Landlord shall be considered reasonable. Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to assign or otherwise transfer this Lease or the Premises, or part of the Premises, without obtaining the prior consent of Landlord, Premises (a) to its parent corporation, an entity owning (directly or indirectly) a majority of Tenant or to a wholly majority owned subsidiary, subsidiary or to a corporation an entity which is wholly majority owned by the same corporation entity which wholly owns Tenant, to an entity directly or indirectly controlling, controlled by or under common control with Tenant, a majority of Tenant (any entity owning or controlling fifty percent (50%) or more of the outstanding voting interest of Tenant, or any entity of which foregoing being referred to herein as a “Tenant owns or controls fifty percent (50%) or more of the voting interestsAffiliate”), provided that (i) the transferee shall, subject to applicable law, regulation or prior binding agreement, prior to the effective date of the transfer, deliver to Landlord instruments evidencing such transfer and its agreement to assume and be bound by all the terms, conditions and covenants of this Lease to be performed by Tenant, all in form reasonably acceptable to Landlord, and (ii) at the time of such transfer there shall not be an uncured Event of Default under this Lease; (b) provided that so long as at the time of such transfer there shall not be an uncured default under this Lease, subleases or licenses to a Tenant Affiliate shall only require notice of such sublease or license to Landlord; or (bc) to the purchaser of all or substantially all at least fifty percent (50%) of its assets, any entity resulting from the merger assets or consolidation of Tenant, any successor entity resulting from a bona fide reorganization or Tenantstock, or to any entity into which the Tenant may be merged or consolidated (along with all or substantially all of its assets) (the “Acquiring Company”), provided that (i) the net assets worth of the Acquiring Company at upon the time consummation of the transfer or merger shall not be less than the greater of (i) the net assets worth of the Tenant as of (x) at the date of this Lease, or (ii) the net assets of Tenant time immediately prior to such transfertransfer or merger or (y) at the time of signing this Lease, whichever is the greater, (ii) the Acquiring Company continues to operate the business conducted in the Premises consistent with the Permitted Uses described in Exhibit A hereto, (iii) the Acquiring Company shall assume in writing, in form reasonably acceptable to Landlord, all of Tenant’s obligations under this Lease, (iv) Tenant shall provide to Landlord such additional information regarding the Acquiring Company as Landlord shall reasonably request, and (v) Tenant shall pay Landlord’s reasonable out of pocket expenses incurred in connection therewith (up not to a maximum amount exceed $2,000.00), and (iv) any Guarantor of $5,000.00)Tenant’s obligations provides Landlord with an acknowledgement of such transfer and acceptance of continuing liability under the Guaranty. Unless Landlord shall have objected to such assignment or transfer by Tenant within ten (10) business days following Landlord’s receipt Each of the information or items described in (b)(i) and (iii) above, Landlord shall be deemed to have waived its right to object thereto. The transfers described in this paragraph are is referred to hereinafter as “Permitted Transfers.” Notwithstanding In no event shall any other provision transaction consummated for the purpose of evading Tenant’s obligation to obtain Landlord’s consent under this LeaseSection 6.8 be construed as a Permitted Transfer, any public offering of shares or other ownership interest in Tenant or any private equity financing of Tenant by one or more investors who regularly invest in private companies shall not be deemed an assignment and shall not be subject to Landlord approvalnotwithstanding that such transaction otherwise qualifies as a Permitted Transfer. Whether or not the Landlord consents, or is required to consent, to any assignment or subletting, the Tenant named herein (to the extent that the Tenant continues to exist as a distinct entity separate and apart from the entity to which the Lease is assigned) shall remain fully and primarily liable for the obligations of the tenant Tenant hereunder, including, without limitation, the obligation to pay Annual Fixed Rent and Additional Rent provided under this Lease. The Tenant shall give the Landlord at least 30 days prior written notice of any proposed sublease or assignmentTransfer (other than a Permitted Transfer, whether or not the Landlord’s consent for which 10 days’ prior written notice is required hereunderrequired), specifying the provisions of the proposed subletting or assignmentthereof, including (i) the name and address of the proposed subtenant occupant, subtenant, assignee or assigneeother transferee, (ii) a copy of the proposed occupant’s, subtenant’s ’s, assignee’s, or assigneeother transferee’s most recent annual financial statementstatement (which documentation shall not be required for subleases to Tenant Affiliates), and (iii) all of the terms and provisions upon which the proposed subletting or assignment Transfer is to be mademade including, without limitation, all of the documentation effectuating such Transfer (which shall be subject to the Landlord’s approval not to be unreasonably withheld) and such other reasonable information concerning the proposed Transfer or concerning the proposed occupant, subtenant, assignee or other transferee as the Tenant has obtained in connection with the proposed Transfer. The Tenant shall reimburse the Landlord promptly for reasonable legal and other reasonable expenses incurred by the Landlord in connection with any request by the Tenant for consent to any assignment or subletting, in the aggregate amount of up to $5,000.00Transfer. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than the Tenant, or there is otherwise a Transfer, then during any time when an Event of Default is subsisting, the Landlord may, at any time during the continuance of an Event of Default hereunder without cureand from time to time, collect rent and other charges from the assignee, sublessee sublessee, occupant or occupant transferee, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8 or the acceptance of the assignee, sublessee or occupant as a tenant, tenant or a release of the Tenant from the further performance by the Tenant of covenants on the part of the Tenant herein contained. After deducting reasonable and ordinary sublease transaction expenses and rent abatement, the The Tenant shall pay to the Landlord fifty percent (50%) of any amounts the Tenant receives from any subtenant occupant, subtenant, assignee or assignee other transferee other than a Permitted Transferee, as rent, additional rent or other forms of compensation or reimbursement other than those which are less than or equal to (if any) in excess of the then due and payable aggregate amount of (i) the proportionate monthly share of Annual Fixed Rent, Additional Rent and all other monies due to Landlord pursuant to this Lease (allocable in the case of a sublease to that portion of the Premises being subleased), (ii) brokerage commissions and fees for legal services associated with the transaction, (iii) any expenses incurred by the Tenant in connection with preparing the Premises or applicable portion thereof for occupancy by such subtenant, assignee or other transferee and (iv) any monetary concessions paid to the subtenant, assignee or other transferee such as, but not limited to, reimbursement of moving expenses (collectively “Sublease Transaction Expenses”). The In the circumstances where the transferee pays the consideration due to the Tenant on account of such transfer over time (e.g, monthly rental payments under a sublease), Sublease Transaction Expenses shall be amortized on a straight line basis over the term of the transfer in question, together with interest at a rate which is reasonably satisfactory to the Landlord. Neither the fact that the Landlord’s consent may not be required in order for the Tenant to effectuate a Permitted Transfer, nor the consent by the Landlord to an assignment or subletting a Transfer for which the Landlord’s consent is required shall not be construed to relieve the Tenant from obtaining the obligation to obtain the express consent in writing of the Landlord to any further assignment Transfer whether by the Tenant or sublettingby anyone claiming by, through or under the Tenant including, without limitation, any occupant, assignee, subtenant or other transferee, excluding any Permitted Transfer. Except in the case of Permitted Transfers, the Landlord may elect, within thirty (30) days of receipt of written notice from the Tenant of any proposed assignment of the this Lease or sublease of all of the Premises, prior to approving or disapproving any such proposed assignment or subleaseassignment, to repossess the Premises. , The Landlord may thereafter lease the Premises in such a manner as the Landlord may in its sole discretion determine. In the event the Landlord elects to repossess the Premises as provided above, then all of the Tenant’s rights and obligations hereunder with respect to the Premises shall cease and shall be of no further force and effect. The provisions If the Landlord withholds consent to a proposed Transfer, in any case where the Landlord is bound by this Lease not to unreasonably withhold such consent, and the Tenant disputes the reasonability of this paragraph shall not apply to Permitted Transfersthe Landlord’s withholding of such consent, then either party may, at its election, have the dispute resolved by the Expedited Dispute Resolution Procedure.

Assignment and Subleases. The Tenant shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease, or sublet (which term, without limitation, shall include granting of concessions, licenses and the like) the whole or any part of the Premises without, in each instance, having first received the consent of the Landlord which consent shall not be unreasonably withheld, conditioned or delayed. Except as specifically permitted herein, any assignment or sublease made without such consent shall be void. The Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting by the Tenant based on any of the following factors: (a) The business of the proposed occupant is not consistent with the image and character which the Landlord desires to promote for the Building. (b) The proposed assignment, mortgage or pledge would in any way materially diminish Landlord’s rights with respect to the Premises. (c) The In the event of a proposed assignment (but not a subletting), the proposed occupant is not sufficiently creditworthy in the reasonable opinion of Landlord based on a comparison of the creditworthiness of other similarly-situated companies in the same industry as the proposed occupant. Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to assign or otherwise transfer this Lease or the Premises, or part of the Premises, without obtaining the prior consent of Landlord, (a) to its parent corporation, to a wholly owned subsidiary, to a corporation which is wholly owned by the same corporation which wholly owns Tenant, to an entity directly or indirectly controlling, controlled by or under common control with Tenant, any entity owning or controlling fifty percent (50%) or more of the outstanding voting interest of Tenant, or any entity of which Tenant owns or controls fifty percent (50%) or more of the voting interests, provided that (i) the transferee shall, prior to the effective date of the transfer, deliver to Landlord instruments evidencing such transfer and its agreement to assume and be bound by all the terms, conditions and covenants of this Lease to be performed by Tenant, all in form reasonably acceptable to Landlord, and (ii) at the time of such transfer there shall not be an uncured Event of Default under this Lease; or (b) to the purchaser of all or substantially all of its assets, any entity resulting from the merger or consolidation of Tenant, any successor entity resulting from a bona fide reorganization or Tenant, or to any entity into which the Tenant may be merged or consolidated (along with all or substantially all of its assets) (the “Acquiring Company”), provided that (i) the net assets of the Acquiring Company at the time of the transfer or merger shall not be less than the greater of Two Hundred Fifty Million Dollars (i) the net assets of the Tenant as of the date of this Lease, or (ii) the net assets of Tenant immediately prior to such transfer$250,000,000.00), (ii) the Acquiring Company continues to operate the business conducted in the Premises consistent with the Permitted Uses described in Exhibit A hereto, (iii) the Acquiring Company shall assume in writing, in form reasonably acceptable to Landlord, all of Tenant’s obligations under this Lease, (iv) Tenant shall provide to Landlord such additional information regarding the Acquiring Company as Landlord shall reasonably request, and (v) Tenant shall pay Landlord’s reasonable expenses incurred in connection therewith (up to a maximum amount of $5,000.00). Unless Landlord shall have objected to such assignment or transfer by Tenant within ten (10) business days following Landlord’s receipt of the information or items described in (b)(i) and (iii) above, Landlord shall be deemed to have waived its right to object thereto. The transfers described in this paragraph are referred to hereinafter as “Permitted Transfers.” Notwithstanding any other provision of this Lease, any public offering of shares or other ownership interest in Tenant or any private equity financing of Tenant by one or more investors who regularly invest in private companies shall not be deemed an assignment and shall not be subject to Landlord approval. Whether or not the Landlord consents, or is required to consent, to any assignment or subletting, the Tenant named herein (to the extent that the Tenant continues to exist as a distinct entity separate and apart from the entity to which the Lease is assigned) shall remain fully and primarily liable for the obligations of the tenant hereunder, including, without limitation, the obligation to pay Annual Fixed Rent and Additional Rent provided under this Lease. Landlord shall consent, or set forth in reasonable detail any reason for disapproval, within ten (10) business days of request. In the event that Landlord fails to respond with ten (10) business days, Tenant shall send a second written notice requesting consent to Landlord, which states that Landlord’s failure to respond within five (5) business days after receipt of the second notice shall be deemed approval. The Tenant shall give the Landlord notice of any proposed sublease or assignment, whether or not the Landlord’s consent is required hereunder, specifying the provisions of the proposed subletting or assignment, including (i) the name and address of the proposed subtenant or assignee, (ii) a copy of the proposed subtenant’s or assignee’s most recent annual financial statement, (iii) all of the material terms and provisions upon which the proposed subletting or assignment is to be made. The Tenant shall reimburse the Landlord promptly for reasonable legal and other expenses incurred by the Landlord in connection with any request by the Tenant for consent to any assignment or subletting, in the aggregate amount of up to $5,000.00. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than the Tenant, the Landlord may, at any time during the continuance of an Event of Default hereunder without cure, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8 or the acceptance of the assignee, sublessee or occupant as a tenant, or a release of the Tenant from the further performance by the Tenant of covenants on the part of the Tenant herein contained. After deducting reasonable and ordinary sublease transaction expenses (including, without limitation, any broker’s commission), unamortized tenant improvements paid by the Tenant and rent abatement, the Tenant shall pay to the Landlord fifty percent (50%) of any amounts the Tenant receives from any subtenant or assignee as rent, additional rent or other forms of compensation or reimbursement other than those which are less than or equal to the then due and payable proportionate monthly share of Annual Fixed Rent, Additional Rent and all other monies due to Landlord pursuant to this Lease (allocable in the case of a sublease to that portion of the Premises being subleased). The consent by the Landlord to an assignment or subletting shall not be construed to relieve the Tenant from obtaining the express consent in writing of the Landlord to any further assignment or subletting. Landlord may elect, within thirty (30) days of receipt of written notice from Tenant of any proposed assignment of the Lease or sublease of all of the Premises, prior to approving or disapproving any proposed assignment or subleasesublease of more than fifty percent (50%) of the entire Premises for substantially all of the remaining Term, to repossess the Premisesportion of the Premises that was proposed to be subleased or assigned, provided that such repossession shall not take effect earlier than thirty (30) days after the proposal by Tenant of a proposed assignment or sublease of more than fifty percent (50%) of the entire Premises for substantially all of the remaining Term. Landlord shall, within ten (10) business days after Tenant’s request for consent, notify Tenant of Landlord’s exercise of its right to recapture such portion of the Premises in accordance with the terms of this Section. Landlord may thereafter lease such portion of the Premises in such a manner as the Landlord may in its sole discretion determine. In the event Landlord elects to repossess the Premises as provided above, then all of the Tenant’s rights and obligations hereunder with respect to such portion of the Premises shall cease and shall be of no further force and effect. The provisions of this paragraph shall not apply to Permitted Transfers. Notwithstanding anything herein to the contrary, Tenant shall be permitted to submit notice to Landlord of its intention to enter into an assignment or a sublease of more than fifty percent (50%) of the entire Premises for substantially all of the remaining Term, prior to naming a proposed assignee or subtenant, in which event Landlord shall, within forty-five (45) days thereafter, notify Tenant of Landlord’s exercise of its right to recapture such portion of the Premises in accordance with the terms of this Section. If Landlord shall not exercise such right to recapture in the event of a proposed assignment of this Lease, or a sublet of more than fifty percent (50%) of the Premises for substantially all of the remaining Term, any recapture right shall be deemed waived with respect to such space; provided that any assignment or subletting shall in all event remain subject to Landlord’s reasonable approval as provided in this Section 6.8.

Assignment and Subleases. The Tenant shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease, or sublet (which term, without limitation, shall include granting of concessions, licenses and the like) the whole or any part of the Premises without, in each instance, having first received the consent of the Landlord which consent shall not be unreasonably withheld, conditioned or delayed. Except as specifically permitted herein, any assignment or sublease made without such consent shall be void. The Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting by the Tenant based on any of the following factors: (a) The business of the proposed occupant is not consistent with the image and character which the Landlord desires to promote for the Building. (b) The proposed assignment, mortgage or pledge would in any way materially diminish Landlord’s rights with respect to the Premises. (c) The In the event of a proposed assignment (but not a subletting), the proposed occupant is not sufficiently creditworthy in the reasonable opinion of Landlord based on a comparison of the creditworthiness of other similarly-situated companies in the same industry as the proposed occupant. Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to assign or otherwise transfer this Lease or the Premises, or part of the Premises, without obtaining the prior consent of Landlord, (a) to its parent corporation, to a wholly owned subsidiary, to a corporation which is wholly owned by the same corporation which wholly owns Tenant, to an entity directly or indirectly controlling, controlled by or under common control with Tenant, any entity owning or controlling fifty percent (50%) or more of the outstanding voting interest of Tenant, or any entity of which Tenant owns or controls fifty percent (50%) or more of the voting interests, provided that (i) the transferee shall, prior to the effective date of the transfer, deliver to Landlord instruments evidencing such transfer and its agreement to assume and be bound by all the terms, conditions and covenants of this Lease to be performed by Tenant, all in form reasonably acceptable to Landlord, and (ii) at the time of such transfer there shall not be an uncured Event of Default under this Lease; or (b) to the purchaser of all or substantially all of its assets, any entity resulting from the merger or consolidation of Tenant, any successor entity resulting from a bona fide reorganization or Tenant, or to any entity into which the Tenant may be merged or consolidated (along with all or substantially all of its assets) (the “Acquiring Company”), provided that (i) the net assets of the Acquiring Company at the time of the transfer or merger shall not be less than the greater of (i) the net assets of the Tenant as of the date of this Lease, or (ii) the net assets of Tenant immediately prior to such transfer$25,000,000.00, (ii) the Acquiring Company continues to operate the business conducted in the Premises consistent with the Permitted Uses described in Exhibit A hereto, (iii) the Acquiring Company shall assume in writing, in form reasonably acceptable to Landlord, all of Tenant’s obligations under this Lease, (iv) Tenant shall provide to Landlord such additional information regarding the Acquiring Company as Landlord shall reasonably request, and (v) Tenant shall pay Landlord’s reasonable expenses incurred in connection therewith (up to a maximum amount of $5,000.00). Unless Landlord shall have objected to such assignment or transfer by Tenant within ten (10) business days following Landlord’s receipt of the information or items described in (b)(i) and (iii) above, Landlord shall be deemed to have waived its right to object thereto. The transfers described in this paragraph are referred to hereinafter as “Permitted Transfers.” Notwithstanding any other provision of this Lease, any public offering of shares or other ownership interest in Tenant or any private equity financing of Tenant by one or more investors who regularly invest in private companies shall not be deemed an assignment and shall not be subject to Landlord approval. Whether or not the Landlord consents, or is required to consent, to any assignment or subletting, the Tenant named herein (to the extent that the Tenant continues to exist as a distinct entity separate and apart from the entity to which the Lease is assigned) shall remain fully and primarily liable for the obligations of the tenant hereunder, including, without limitation, the obligation to pay Annual Fixed Rent and Additional Rent provided under this Lease. Landlord shall consent, or set forth in reasonable detail any reason for disapproval, within ten (10) business days of request. In the event that Landlord fails to respond with ten (10) business days, Tenant shall send a second written notice requesting consent to Landlord, which states that Landlord’s failure to respond within five (5) business days after receipt of the second notice shall be deemed approval. The Tenant shall give the Landlord notice of any proposed sublease or assignment, whether or not the Landlord’s consent is required hereunder, specifying the provisions of the proposed subletting or assignment, including (i) the name and address of the proposed subtenant or assignee, (ii) a copy of the proposed subtenant’s or assignee’s most recent annual financial statement, (iii) all of the material terms and provisions upon which the proposed subletting or assignment is to be made. The Tenant shall reimburse the Landlord promptly for reasonable legal and other expenses incurred by the Landlord in connection with any request by the Tenant for consent to any assignment or subletting, in the aggregate amount of up to $5,000.00. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than the Tenant, the Landlord may, at any time during the continuance of an Event of Default hereunder without cure, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8 or the acceptance of the assignee, sublessee or occupant as a tenant, or a release of the Tenant from the further performance by the Tenant of covenants on the part of the Tenant herein contained. After deducting reasonable and ordinary sublease transaction expenses (including, without limitation, any broker’s commission), unamortized tenant improvements paid by the Tenant and rent abatement, the Tenant shall pay to the Landlord fifty percent (50%) of any amounts the Tenant receives from any subtenant or assignee as rent, additional rent or other forms of compensation or reimbursement other than those which are less than or equal to the then due and payable proportionate monthly share of Annual Fixed Rent, Additional Rent and all other monies due to Landlord pursuant to this Lease (allocable in the case of a sublease to that portion of the Premises being subleased). The consent by the Landlord to an assignment or subletting shall not be construed to relieve the Tenant from obtaining the express consent in writing of the Landlord to any further assignment or subletting. Landlord may elect, within thirty (30) days of receipt of written notice from Tenant of any proposed assignment of the Lease or sublease of all of the Premises, prior to approving or disapproving any proposed assignment or subleasesublease of more than fifty percent (50%) of the entire Premises for substantially all of the remaining Term, to repossess the Premisesportion of the Premises that was proposed to be subleased or assigned, provided that such repossession shall not take effect earlier than thirty (30) days after the proposal by Tenant of a proposed assignment or sublease of more than fifty percent (50%) of the entire Premises for substantially all of the remaining Term. Landlord shall, within ten (10) business days after Tenant’s request for consent, notify Tenant of Landlord’s exercise of its right to recapture such portion of the Premises in accordance with the terms of this Section. Landlord may thereafter lease such portion of the Premises in such a manner as the Landlord may in its sole discretion determine. In the event Landlord elects to repossess the Premises as provided above, then all of the Tenant’s rights and obligations hereunder with respect to such portion of the Premises shall cease and shall be of no further force and effect. The provisions of this paragraph shall not apply to Permitted Transfers. Notwithstanding anything herein to the contrary, Tenant shall be permitted to submit notice to Landlord of its intention to enter into an assignment or a sublease of more than fifty percent (50%) of the entire Premises for substantially all of the remaining Term, prior to naming a proposed assignee or subtenant, in which event Landlord shall, within forty-five (45) days thereafter, notify Tenant of Landlord’s exercise of its right to recapture such portion of the Premises in accordance with the terms of this Section. If Landlord shall not exercise such right to recapture in the event of a proposed assignment of this Lease, or a sublet of more than fifty percent (50%) of the Premises for substantially all of the remaining Term, any recapture right shall be deemed waived with respect to such space; provided that any assignment or subletting shall in all event remain subject to Landlord’s reasonable approval as provided in this Section 6.8.

Assignment and Subleases. The Tenant shall not assign, mortgage, pledge, hypothecate or otherwise transfer assign this Lease, Lease or sublet (which term, without limitation, shall include granting of concessions, licenses and the like) the whole or any part of the Premises Premises, nor permit the further underletting or assignment of any sublease or other occupancy agreement (each a “Transfer”) without, in each instance, having first received the consent of the Landlord which consent shall not be unreasonably withheld, conditioned withheld or delayed, except in the case of Permitted Transfers, with respect to which the Landlord’s consent shall not be required so long as a condition constituting an Event of Default is not then subsisting. Except In no event shall any of the Tenant’s rights with respect to the roof of the Building, if any, be assigned or sublet other than in connection with a Transfer of the whole or any part of the Premises for purposes of enabling the transferee to occupy the same for the conduct of its business therein (provided that the occupancy of part of the Premises in service of a business the substantial orientation of which is roof communications shall not qualify as specifically permitted hereinsuch an occupancy), any assignment or sublease to a service provider using such roof rights exclusively for the purpose of providing services to the Tenant in connection with the conduct of the Tenant’s business (other than a communications business). Any purported Transfer made without such consent or otherwise not fulfilling the conditions and requirements of this Section 6.8 shall be void, and except as specifically permitted in this Section 6.8, in no event shall, the Tenant or anyone claiming by, through or under the Tenant have the right to mortgage, pledge, hypothecate or otherwise transfer this Lease. The Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting by Transfer that is subject to the Tenant Landlord’s consent based on any of the following factors: (a) The business of If the manner in which the proposed occupant conducts its business operations is not consistent consistent, in Landlord’s reasonable opinion, with the image and character which of the University Park development as a first-class office/research and development park, then the withholding of consent by the Landlord desires to promote for the Building.shall be considered reasonable and (b) The If the proposed assignmentTransfer is (i) an assignment of this Lease, mortgage or pledge (ii) a sublease where as a result of the consummation of such sublease, the then Tenant shall no longer be in occupancy of at least sixty five percent (65%) of the rentable floor area of the Premises (e.g. any sublease that would result in any way materially diminish Landlord’s rights with respect more than thirty five percent (35%) of the rentable floor area of the Premises being subject to a sublease, subleases or other occupancy agreements), then in either of such cases, if the Premises. (c) The proposed occupant is not sufficiently creditworthy in the reasonable opinion of the Landlord based on a comparison with reference to the obligations which are to be fulfilled by the tenant under this Lease, and the reasonable needs of the creditworthiness Landlord to protect the value of other similarly-situated companies in the same industry as Building, then the withholding of consent by the Landlord shall be considered reasonable. If the proposed occupantoccupant is already involved in discussions with either the Landlord or any affiliate of the Landlord regarding space within University Park that is or is to become available for lease, then the withholding of consent by the Landlord shall be considered reasonable. Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to assign or otherwise transfer this Lease or the Premises, or part of the Premises, without obtaining the prior consent of Landlord, (a) to its parent corporation, an entity owning a majority of Tenant or to a wholly majority owned subsidiary, subsidiary or to a corporation an entity which is wholly majority owned by the same corporation entity which wholly owns Tenant, to an entity directly or indirectly controlling, controlled by or under common control with Tenant, a majority of Tenant (any entity owning or controlling fifty percent (50%) or more of the outstanding voting interest of Tenant, or any entity of which foregoing being referred to herein as a “Tenant owns or controls fifty percent (50%) or more of the voting interestsAffiliate”), provided that (i) the transferee shall, subject to applicable law, regulation or prior binding agreement, prior to the effective date of the transfer, deliver to Landlord instruments evidencing such transfer and its agreement to assume and be bound by all the terms, conditions and covenants of this Lease to be performed by Tenant, all in form reasonably acceptable to Landlord, and (ii) at the time of such transfer there shall not be an uncured Event of Default under this Lease; or (b) to the purchaser of all or substantially all at least fifty percent (50%) of its assets, any entity resulting from the merger assets or consolidation of Tenant, any successor entity resulting from a bona fide reorganization or Tenantstock, or to any entity into which the Tenant may be merged or consolidated (along with all or substantially all of its assets) (the “Acquiring Company”), provided that (i) the net assets worth of the Acquiring Company at upon the time consummation of the transfer or merger shall not be less than the greater of (i) the net assets worth of the Tenant as of at the date of this Lease, or (ii) the net assets of Tenant time immediately prior to such transfertransfer or merger, (ii) the Acquiring Company continues to operate the business conducted in the Premises consistent with the Permitted Uses described in Exhibit A hereto, (iii) the Acquiring Company shall assume in writing, in form reasonably acceptable to Landlord, all of Tenant’s obligations under this Lease, (iv) Tenant shall provide to Landlord such additional information regarding the Acquiring Company as Landlord shall reasonably request, and (v) Tenant shall pay Landlord’s reasonable out-of-pocket expenses incurred in connection therewith (up to a maximum amount of $5,000.00)therewith. Unless Landlord shall have objected to such assignment or transfer by Tenant within ten (10) business days following Landlord’s receipt of the information or items described in (b)(i) and (iii) above, then Landlord shall be deemed to have waived its right to object thereto. The Each of the transfers described in this paragraph are is referred to hereinafter as “Permitted Transfers.” Notwithstanding In no event shall any other provision transaction consummated for the purpose of evading Tenant’s obligation to obtain Landlord’s consent under this LeaseSection 6.8 be construed as a Permitted Transfer, any public offering of shares or other ownership interest in Tenant or any private equity financing of Tenant by one or more investors who regularly invest in private companies shall not be deemed an assignment and shall not be subject to Landlord approvalnotwithstanding that such transaction otherwise qualifies as a Permitted Transfer. Whether or not the Landlord consents, or is required to consent, to any assignment or sublettingTransfer, the Tenant named herein (to the extent that the Tenant continues to exist as a distinct entity separate and apart from the entity to which the Lease is assigned) shall remain fully and primarily liable for the obligations of the tenant Tenant hereunder, including, without limitation, the obligation to pay Annual Fixed Rent and Additional Rent provided under this Lease. The Tenant shall give the Landlord notice of any proposed sublease or assignment, whether or not the Landlord’s consent is required hereunderTransfer (other than a Permitted Transfer), specifying the provisions of the proposed subletting or assignmentthereof, including (i) the name and address of the proposed subtenant occupant, subtenant, assignee, mortgagee or assigneeother transferee, (ii) a copy of the proposed occupant’s, subtenant’s, assignee’s, mortgagee’s or assigneeother transferee’s most recent annual financial statement, and (iii) all of the terms and provisions upon which the proposed subletting or assignment Transfer is to be mademade including, without limitation, all of the documentation effectuating such Transfer (which shall be subject to the Landlord’s approval not to be unreasonably withheld) and such other reasonable information concerning the proposed Transfer or concerning the proposed occupant, subtenant, assignee, mortgagee or other transferee as the Tenant has obtained in connection with the proposed Transfer. The Tenant shall reimburse the Landlord promptly for reasonable legal and other reasonable expenses incurred by the Landlord in connection with any request by the Tenant for consent to any assignment or subletting, in the aggregate amount of up to $5,000.00Transfer. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than the Tenant, or there is otherwise a Transfer, then during any time when an Event of Default is subsisting, the Landlord may, at any time during the continuance of an Event of Default hereunder without cureand from time to time, collect rent and other charges from the assignee, sublessee sublessee, occupant, mortgagee or occupant transferee, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8 or the acceptance of the assignee, sublessee or occupant as a tenant, tenant or a release of the Tenant from the further performance by the Tenant of covenants on the part of the Tenant herein contained. After deducting reasonable and ordinary sublease transaction expenses and rent abatement, the The Tenant shall pay to the Landlord fifty percent (50%) of any amounts the Tenant receives from any subtenant occupant, subtenant, assignee or assignee other transferee other than a Permitted Transferee, as rent, additional rent or other forms of compensation or reimbursement other than those which are less than or equal to (if any) in excess of the then due and payable aggregate amount of (i) the proportionate monthly share of Annual Fixed Rent, Additional Rent and all other monies due to Landlord pursuant to this Lease (allocable in the case of a sublease to that portion of the Premises being subleased), (ii) brokerage commissions and fees for legal services associated with the transaction, (iii) any expenses incurred by the Tenant in connection with preparing the Premises or applicable portion thereof for occupancy by such subtenant, assignee or other transferee and (iv) any monetary concessions paid to the subtenant, assignee or other transferee such as, but not limited to, reimbursement of moving expenses (collectively “Sublease Transaction Expenses”). The In the circumstances where the transferee pays the consideration due to the Tenant on account of such transfer over time (e.g. monthly rental payments under a sublease), Sublease Transaction Expenses shall be amortized on a straight-line basis over the term of the transfer in question, together with interest at a rate which is reasonably satisfactory to the Landlord. Neither the fact that the Landlord’s consent may not be required in order for the Tenant to effectuate a Permitted Transfer, nor the consent by the Landlord to an assignment or subletting a Transfer for which the Landlord’s consent is required shall not be construed to relieve the Tenant from obtaining the obligation to obtain the express consent in writing of the Landlord to any further assignment Transfer whether by the Tenant or sublettingby anyone claiming by, through or under the Tenant including, without limitation, any occupant, assignee, subtenant, mortgagee or other transferee, excluding any Permitted Transfer. The Landlord may elect, within thirty (30) days of receipt of written notice from the Tenant of any proposed assignment of the this Lease or sublease of all of the Premises, prior to approving or disapproving any such proposed assignment or subleaseassignment, to repossess the Premises. The Landlord may thereafter lease the Premises in such a manner as the Landlord may in its sole discretion determine. In the event the Landlord elects to repossess the Premises as provided above, then all of the Tenant’s rights and obligations hereunder with respect to the Premises shall cease and shall be of no further force and effect. The provisions of this paragraph shall not apply to Permitted Transfers. If the Landlord withholds consent to a proposed Transfer, in any case where the Landlord is bound by this Lease not to unreasonably withhold such consent, and the Tenant disputes the reasonability of the Landlord’s withholding of such consent, then either party may, at its election, have the dispute resolved by the Expedited Dispute Resolution Procedure, The Landlord shall have no liability for having unreasonably withheld consent to such a Transfer provided that the Landlord may be required to give such consent pursuant to the Expedited Dispute Resolution Procedure.

Assignment and Subleases. The Tenant shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease, or sublet (which term, without limitation, shall include granting of concessions, licenses and the like) the whole or any part of the Premises without, in each instance, having first received the consent of the Landlord which consent shall not be unreasonably withheld, conditioned or delayed. Except as specifically permitted herein, any assignment or sublease made without such consent shall be void. The Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting by the Tenant based on any of the following factors: (a) The business of the proposed occupant is not consistent with the image and character which the Landlord desires to promote for the Building. (b) The proposed assignment, mortgage or pledge would in any way materially diminish Landlord’s rights with respect to the Premises. (c) The proposed occupant is not sufficiently creditworthy in the reasonable opinion of Landlord based on a comparison of the creditworthiness of other similarly-situated companies in the same industry as the proposed occupant. Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to assign or otherwise transfer this Lease or the Premises, or part of the Premises, without obtaining the prior consent of Landlord, (a) to its parent corporation, to a wholly owned subsidiary, to a corporation which is wholly owned by the same corporation which wholly owns Tenant, to an entity directly or indirectly controlling, controlled by or under common control with Tenant, any entity owning or controlling fifty percent (50%) or more of the outstanding voting interest of Tenant, or any entity of which Tenant owns or controls fifty percent (50%) or more of the voting interests, provided that (i) the transferee shall, prior to the effective date of the transfer, deliver to Landlord instruments evidencing such transfer and its agreement to assume and be bound by all the terms, conditions and covenants of this Lease to be performed by Tenant, all in form reasonably acceptable to Landlord, and (ii) at the time of such transfer there shall not be an uncured Event of Default under this Lease; or (b) to the purchaser of all or substantially all of its assets, any entity resulting from the merger or consolidation of Tenant, any successor entity resulting from a bona fide reorganization or Tenant, or to any entity into which the Tenant may be merged or consolidated (along with all or substantially all of its assets) (the “Acquiring Company”), provided that (i) the net assets of the Acquiring Company at the time of the transfer or merger shall not be less than the greater of (ix) the net assets of the Tenant as of the date of this Lease, or (iiy) the net assets of Tenant immediately prior to such transfer, (ii) the Acquiring Company continues to operate the business conducted in the Premises consistent with the Permitted Uses described in Exhibit A hereto, (iii) the Acquiring Company shall assume in writing, in form reasonably acceptable to Landlord, all of Tenant’s obligations under this Lease, (iv) Tenant shall provide to Landlord such additional information regarding the Acquiring Company as Landlord shall reasonably request, and (v) Tenant shall pay Landlord’s reasonable expenses incurred in connection therewith (up to a maximum amount of $5,000.00). Unless Landlord shall have objected to such assignment or transfer by Tenant within ten (10) business days following Landlord’s receipt of the information or items described in (b)(i) and (iii) above, Landlord shall be deemed to have waived its right to object thereto. The transfers described in this paragraph are referred to hereinafter as “Permitted Transfers.” Notwithstanding any other provision of this Lease, any public offering of shares or other ownership interest in Tenant or any private equity financing of Tenant by one or more investors who regularly invest in private companies shall not be deemed an assignment and shall not be subject to Landlord approval. Whether or not the Landlord consents, or is required to consent, to any assignment or subletting, the Tenant named herein (to the extent that the Tenant continues to exist as a distinct entity separate and apart from the entity to which the Lease is assigned) shall remain fully and primarily liable for the obligations of the tenant hereunder, including, without limitation, the obligation to pay Annual Fixed Rent and Additional Rent provided under this Lease. The Tenant shall give the Landlord notice of any proposed sublease or assignment, whether or not the Landlord’s consent is required hereunder, specifying the provisions of the proposed subletting or assignment, including (i) the name and address of the proposed subtenant or assignee, (ii) a copy of the proposed subtenant’s or assignee’s most recent annual financial statement, (iii) all of the terms and provisions upon which the proposed subletting or assignment is to be made. The Tenant shall reimburse the Landlord promptly for reasonable legal and other expenses incurred by the Landlord in connection with any request by the Tenant for consent to any assignment or subletting, in the aggregate amount of up to $5,000.00. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than the Tenant, the Landlord may, at any time during the continuance of an Event of Default hereunder without cure, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8 or the acceptance of the assignee, sublessee or occupant as a tenant, or a release of the Tenant from the further performance by the Tenant of covenants on the part of the Tenant herein contained. After deducting reasonable and ordinary sublease transaction expenses (including, without limitation, any broker’s commission, legal fees and rent abatementleasehold improvements), the Tenant shall pay to the Landlord fifty percent (50%) of any amounts the Tenant receives from any subtenant or assignee as rent, additional rent or other forms of compensation or reimbursement other than those which are less than or equal to the then due and payable proportionate monthly share of Annual Fixed Rent, Additional Rent and all other monies due to Landlord pursuant to this Lease (allocable in the case of a sublease to that portion of the Premises being subleased). The consent by the Landlord to an assignment or subletting shall not be construed to relieve the Tenant from obtaining the express consent in writing of the Landlord to any further assignment or subletting. Landlord may elect, within thirty (30) days of receipt of written notice from Tenant of any proposed assignment of the Lease or sublease of all of the Premises, prior to approving or disapproving any proposed assignment or subleasesublease of the Premises, to repossess the Premisesportion of the Premises that was proposed to be subleased or assigned. Landlord shall provide Tenant with written notice of its election to repossess die portion of the Premises that Tenant proposes to sublease or assign within fifteen (15) business days after receipt of notice from Tenant. Landlord may thereafter lease the Premises in such a manner as the Landlord may in its sole discretion determine. In the event Landlord elects to repossess the Premises as provided above, then all of the Tenant’s rights and obligations hereunder with respect to the Premises shall cease and shall be of no further force and effect. The provisions of this paragraph shall not apply to Permitted Transfers.

Assignment and Subleases. The Tenant shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease, or sublet (which term, without limitation, shall include granting of concessions, licenses and the like) the whole or any part of the Premises without, in each instance, having first received the consent of the Landlord which consent shall not be unreasonably withheld, conditioned or delayed. Except as specifically permitted herein, any assignment or sublease made without such consent shall be void. The Landlord shall not be deemed to be unreasonable in withholding its consent to any proposed assignment or subletting by the Tenant based on any of the following factors: (a) The business of the proposed occupant is not consistent with the image and character which the Landlord desires to promote for the Building. (b) The proposed assignment, mortgage or pledge would in any way materially diminish Landlord’s rights with respect to the Premises. (c) The proposed occupant is not sufficiently creditworthy in the reasonable opinion of Landlord based on a comparison of the creditworthiness of other similarly-situated companies in the same industry as the proposed occupant. Notwithstanding anything to the contrary contained in this Section, Tenant shall have the right to assign or otherwise transfer this Lease or the Premises, or part of the Premises, without obtaining the prior consent of Landlord, (ay) to its parent corporation, to a wholly owned subsidiary, to a corporation which is wholly owned by the same corporation which wholly owns Tenant, to an entity directly or indirectly controlling, controlled by or under common control with Tenant, any entity owning or controlling fifty percent (50%) or more of the outstanding voting interest of Tenant, or any entity of which Tenant owns or controls fifty percent (50%) or more of the voting interests, provided that (i) the transferee shall, prior to the effective date of the transfer, deliver to Landlord instruments evidencing such transfer and its agreement to assume and be bound by all the terms, conditions and covenants of this Lease to be performed by Tenant, all in form reasonably acceptable to Landlord, and (ii) at the time of such transfer there shall not be an uncured Event of Default under this Lease; or (bz) to the purchaser of all or substantially all of its assets, any entity resulting from the merger or consolidation of Tenant, any successor entity resulting from a bona fide reorganization or Tenant, or to any entity into which the Tenant may be merged or consolidated (along with all or substantially all of its assets) (the “Acquiring Company”), provided that (i) the net assets of the Acquiring Company at the time of the transfer or merger shall not be less than the greater of Two Hundred Fifty Million Dollars (i) the net assets of the Tenant as of the date of this Lease, or (ii) the net assets of Tenant immediately prior to such transfer$250,000,000.00), (ii) the Acquiring Company continues to operate the business conducted in the Premises consistent with the Permitted Uses described in Exhibit A hereto, (iii) the Acquiring Company shall assume in writing, in form reasonably acceptable to Landlord, all of Tenant’s obligations under this Lease, (iv) Tenant shall provide to Landlord such additional information regarding the Acquiring Company as Landlord shall reasonably request, and (v) Tenant shall pay Landlord’s reasonable expenses incurred in connection therewith (up to a maximum amount of $5,000.00). Unless Landlord shall have objected to such assignment or transfer by Tenant within ten (10) business days following Landlord’s receipt of the information or items described in (b)(i) and (iii) above, Landlord shall be deemed to have waived its right to object thereto. The transfers described in this paragraph are referred to hereinafter as “Permitted Transfers.” Notwithstanding any other provision of this Lease, any public offering of shares or other ownership interest in Tenant or any private equity financing of Tenant by one or more investors who regularly invest in private companies shall not be deemed an assignment and shall not be subject to Landlord approval. Whether or not the Landlord consents, or is required to consent, to any assignment or subletting, the Tenant named herein (to the extent that the Tenant continues to exist as a distinct entity separate and apart from the entity to which the Lease is assigned) shall remain fully and primarily liable for the obligations of the tenant hereunder, including, without limitation, the obligation to pay Annual Fixed Rent and Additional Rent provided under this Lease. Landlord shall consent, or set forth in reasonable detail any reason for disapproval, within ten (10) business days of request and receipt of the information or items described in (z)(i) and (iii) above. In the event that Landlord fails to respond with ten (10) business days, Tenant shall send a second written notice requesting consent to Landlord, which states that Xxxxxxxx’s failure to respond within five (5) business days after receipt of the second notice shall be deemed approval. The Tenant shall give the Landlord notice of any proposed sublease or assignment, whether or not the Landlord’s consent is required hereunder, specifying the provisions of the proposed subletting or assignment, including (i) the name and address of the proposed subtenant or assignee, (ii) a copy of the proposed subtenant’s or assignee’s most recent annual financial statement, (iii) all of the material terms and provisions upon which the proposed subletting or assignment is to be made, and (iv) such other information concerning the proposed subletting or assignment and/or the proposed subtenant or assignee as Landlord shall reasonably request provided Landlord requests such other information with five (5) business days after receipt of Tenant’s request. The Tenant shall reimburse the Landlord promptly for reasonable legal and other expenses incurred by the Landlord in connection with any request by the Tenant for consent to any assignment or subletting, in the aggregate amount of up to $5,000.00. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than the Tenant, the Landlord may, at any time during the continuance of an Event of Default hereunder without cure, collect rent and other charges from the assignee, sublessee or occupant and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of the prohibitions contained in this Section 6.8 or the acceptance of the assignee, sublessee or occupant as a tenant, or a release of the Tenant from the further performance by the Tenant of covenants on the part of the Tenant herein contained. After deducting reasonable and ordinary sublease transaction expenses which shall be limited to any broker’s commissions, architectural and rent abatementengineering fees, alteration costs and allowances for the assignee or subtenant, and reasonable legal fees, the Tenant shall pay to the Landlord fifty percent (50%) of any amounts the Tenant receives from any subtenant or assignee as rent, additional rent or other forms of compensation or reimbursement other than those which are less than or equal to the then due and payable proportionate monthly share of Annual Fixed Rent, Additional Rent and all other monies due to Landlord pursuant to this Lease (allocable in the case of a sublease to that portion of the Premises being subleased). The consent by the Landlord to an assignment or subletting shall not be construed to relieve the Tenant from obtaining or waive or release the covenant in the Lease that Xxxxxx obtain the express consent in writing of the Landlord to any further assignment or subletting. Landlord may elect, within thirty (30) days of receipt of written notice from Tenant of any proposed assignment of the Lease or sublease of all of the Premises, prior to approving or disapproving any proposed assignment or subleasesublease of more than fifty percent (50%) of the entire Premises for all or substantially all of the remaining Term, to repossess the Premisesportion of the Premises that was proposed to be subleased or assigned, provided that such repossession shall not take effect earlier than thirty (30) days after the proposal by Tenant of a proposed assignment or sublease of more than fifty percent (50%) of the entire Premises for all or substantially all of the remaining Term. Landlord shall, within ten (10) business days after Xxxxxx’s request for consent, notify Tenant of Landlord’s exercise of its right to recapture such portion of the Premises in accordance with the terms of this Section. Landlord may thereafter lease such portion of the Premises in such a manner as the Landlord may in its sole discretion determine. In the event Landlord elects to repossess the Premises as provided above, then all of the Tenant’s rights and obligations hereunder with respect to such portion of the Premises shall cease and shall be of no further force and effect. The provisions of this paragraph shall not apply to Permitted Transfers. Notwithstanding anything herein to the contrary, Tenant shall be permitted to submit notice to Landlord of its intention to enter into an assignment or a sublease of more than fifty percent (50%) of the entire Premises for all or substantially all of the remaining Term, prior to naming a proposed assignee or subtenant, in which event Landlord shall, within forty-five (45) days thereafter, notify Tenant of Landlord's exercise of its right to recapture such portion of the Premises in accordance with the terms of this Section. If Landlord shall not exercise such right to recapture in the event of a proposed assignment of this Lease, or a sublet of more than fifty percent (50%) of the entire Premises for all or substantially all of the remaining Term, any recapture right shall be deemed waived with respect to such space in connection with a subsequent assignment or sublease of the same premises submitted to Landlord for consent within nine (9) months after the expiration of Landlord’s 45-day recapture election period; provided that any assignment or subletting shall in all events remain subject to Landlord’s reasonable approval as provided in this Section 6.8. For avoidance of doubt, if Xxxxxxxx has waived its recapture right prior to Tenant naming a proposed assignee or subtenant, Landlord shall not have a right to recapture once the proposed assignee or subtenant has been identified and presented for Landlord’s approval.