Common use of Conditions of Transfer Clause in Contracts

Conditions of Transfer. (A) If there is a permitted transfer, Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to this Lease, but no acceptance by Landlord of any payments by a Transferee shall be deemed a waiver of any provisions hereof regarding Tenant. Any consent by Landlord shall be subject to Tenant and Transferee executing an agreement with Landlord agreeing: (i) that the Transferee will be bound by all of the terms of this Lease as if such Transferee had originally executed this Lease as tenant, and (ii) to amend this Lease to incorporate such terms, covenants, and conditions as are necessary so that this Lease will be in accordance with Landlord's standard form of Lease in use for the Office Building at the time of the transfer, and so as to incorporate therein any conditions imposed by Landlord in its consent to such transfer and such further conditions as may be required by the provisions of this Section 11.03. (B) Notwithstanding any transfer permitted or consented to by Landlord, or acceptance of Rent from the Transferee, Tenant (and Guarantor if applicable) shall be jointly and severally liable with the Transferee under this Lease and shall not be released from performing any of the terms of this Lease. (C) Notwithstanding the effective date of any permitted transfer as between Tenant and the Transferee, all Minimum Rent for the month in which such effective date occurs shall be paid by Tenant so that Landlord will not be required to accept partial payments of Minimum rent for such month from either Tenant or Transferee.

Conditions of Transfer. (Aa) If there is a permitted transferTransfer, the Landlord may collect Rent rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to and other monies payable by the Tenant under this Lease, Lease but no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of the Tenant’s covenants, obligations or agreements herein, or any provisions hereof regarding Tenantacceptance of the Transferee (other than an assignee) as tenant, or a release from the Tenant from the further performance by the Tenant of its covenants, obligations and agreements under this Lease including without limitation under Article 14. Any consent by the Landlord shall be subject to the Tenant and Transferee executing an agreement in writing with the Landlord agreeing: ; (i) that the Transferee will be bound by all of the terms of this Lease and, in the case of an assignment, that the Transferee will be so bound as if such Transferee it had originally executed this Lease as tenant, and ; and (ii) in the case of an assignment, to amend this Lease to incorporate such terms, covenants, covenants and conditions as are necessary so that this the Lease will be in accordance with Landlord's standard form of Lease in use for the Office Building at the time of the transfer, and so as to incorporate therein any conditions imposed by the Landlord in its consent to such transfer and such further conditions as may be or required by the provisions of this Section 11.038.2. (Bb) Notwithstanding any transfer Transfer permitted or consented to by the Landlord, or acceptance of Rent from the Transferee, Tenant (and Guarantor if applicable) shall be jointly and severally remain liable with the Transferee under this Lease (including without limitation, under Article 14) and shall not be released or relieved from performing any of the terms of its covenants, obligations or agreements under this LeaseLease (including without limitation, under Article 14). (Cc) The Landlord’s consent to any Transfer shall be subject to the condition that: (i) the net and additional rent payable by the Transferee shall not be less than the Rent and other monies payable by the Tenant under this Lease as at the effective date of the Transfer, (including any increases provided for in this Lease); and (ii) if the net and additional rent to be paid by the Transferee under such Transfer exceeds the Rent and other monies payable under this Lease, the amount of such excess, after deduction of the Tenant’s reasonable out-of-pocket costs to obtain such Transfer, shall be paid by the Tenant to the Landlord. If the Tenant receives from any Transferee, either directly or indirectly, any consideration other than rent or additional rent for such Transfer, either in the form of cash, goods or services (other than the proceeds of any financing as the result of a Transfer involving a mortgage, charge or similar security interest in this Lease) the Tenant shall forthwith pay to the Landlord an amount equivalent to such consideration. The Tenant and the Transferee shall execute any agreement required by the Landlord to give effect to the foregoing terms. (d) Notwithstanding the effective date of any permitted transfer Transfer as between the Tenant and the Transferee, all Minimum Rent for the month in which such effective date occurs shall be paid in advance by the Tenant so that the Landlord will not be required to accept partial payments of Minimum rent Rent for such month from either the Tenant or Transferee. (e) The Tenant shall pay to the Landlord a fee as established by the Landlord from time to time and all costs incurred by the Landlord in connection with considering and processing any request by the Tenant for a consent to a Transfer including all legal costs, whether or not the Landlord consents to any Transfer. Any document evidencing any Transfer, whether or not the Landlord consents thereto, or setting out any terms applicable to such Transfer or the rights and obligations of the Tenant or Transferee thereunder, shall be prepared by the Landlord or its solicitors and all legal costs incurred shall be paid by the Tenant.

Conditions of Transfer. (Aa) If Subject to Section 8.03(e), if there is a permitted transferTransfer, the Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to payable under this Lease, Lease but no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of any provisions hereof regarding the Tenant's covenants or by acceptance of the Transferee as tenant or a release from the Tenant from the further performance by the Tenant of its obligations under this Lease. Any consent by the Landlord shall be subject to the Tenant and Transferee executing an agreement with the Landlord agreeing: : (i) that the Transferee will be bound by all of the terms of this Lease and, except in the case of a sublease, that the Transferee will be so bound as if such Transferee it had originally executed this Lease as tenant, and ; and (ii) to amend this the Lease to incorporate such terms, covenants, covenants and conditions as are necessary so that this the Lease will be in accordance with the Landlord's standard form of Lease office lease in use for the Office Building at the time of the transferTransfer, and so as to incorporate therein any conditions imposed by the Landlord in its consent to such transfer and such further conditions as may be or required by the provisions of this Section 11.038.03. (Bb) Notwithstanding any transfer Transfer permitted or consented to by the Landlord, or acceptance of Rent from including a Transfer to the TransfereeLandlord pursuant to Section 8.02(c), the Tenant (and Guarantor if applicable) making such Transfer shall be jointly and severally remain liable with the Transferee under this Lease and shall not be released from performing any of the terms of this Lease. (Cc) The Landlord's consent to any Transfer shall be subject to the condition that: (i) the net and additional rent payable by the Transferee shall not be less than the Rent payable by the Tenant under this Lease as at the effective date of the Transfer, (including any increases provided for in this Lease); and (ii) if the net and additional rent to be paid by the Transferee under such Transfer exceeds the Rent payable under this Lease, the amount of such excess shall be paid by the Tenant to the Landlord. If the Tenant receives from any Transferee, either directly or indirectly, any consideration other than rent or additional rent for such Transfer, either in the form of cash, goods or services (other than the proceeds of any financing as the result of a Transfer involving a mortgage, charge or similar security interest in this Lease) the Tenant shall forthwith pay to the Landlord an amount equivalent to such consideration. The Tenant and the Transferee shall execute any agreement required by the Landlord to give effect to the foregoing terms. (d) Notwithstanding the effective date of any permitted transfer Transfer as between the Tenant and the Transferee, all Minimum Rent for the month in which such effective date occurs shall be paid in advance by the Tenant so that the Landlord will not be required to accept partial payments of Minimum rent Rent for such month from either the Tenant or Transferee. (e) If a Transfer occurs as a result of the Landlord's election pursuant to Section 8.2(c), the Landlord will apply the Rent payable by the Landlord, as Transferee, to the Rent payable under this Lease, but otherwise the Tenant will not be released from its covenant under this Lease or from the further performance of its obligations under this Lease. The Tenant will enter into an agreement with the Landlord setting out the terms of such Transfer, which agreement will be prepared by the Landlord or its solicitors and all legal costs associated with such Transfer shall be paid by the Tenant. (f) Any document evidencing any Transfer permitted by the Landlord or any amendment of this Lease pursuant to clause 8.03(a)(ii), or setting out any terms applicable to such Transfer or the rights and obligations of the Tenant or Transferee thereunder including a Transfer under Section 8.2(c), shall be prepared by the Landlord or its solicitors and all associated legal costs shall be paid by the Tenant.

Conditions of Transfer. (A) If there is a permitted transfer, Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to this Lease, but no acceptance by Landlord of any payments by a Transferee shall be deemed a waiver of any provisions hereof regarding Tenant. Any consent by Landlord shall be subject to Tenant and Transferee executing an agreement with Landlord agreeing: (i) that the Transferee will be bound by all of the terms of this Lease as if such Transferee had originally executed this Lease as tenant, and (ii) to amend this Lease to incorporate such terms, covenants, covenants and conditions as are necessary so that this Lease will be in accordance with Landlord's standard form of Lease lease in use for the Office Building Improvements at the time of the transfer, and so as to incorporate therein any conditions imposed by Landlord in its consent to such transfer and such further conditions as may be required by the provisions of this Section 11.0311.03 and (iii) to provide a guarantee or Transferee's obligations Landlord under the Lease, from a financially qualified guarantor or guarantors (with the determination of financial qualification to be made by Landlord in Landlord's sole discretion). (B) Notwithstanding any transfer permitted or consented to by Landlord, or acceptance of Rent from the Transferee, Tenant (and Guarantor if applicable) shall be jointly and severally liable with the Transferee under this Lease and shall not be released from performing any of the terms of this Lease. (C) Notwithstanding the effective date of any permitted transfer as between Tenant and the Transferee, all Minimum Rent for the month in which such effective date occurs shall be paid by Tenant so that Landlord will not be required to accept partial payments of Minimum rent Rent for such month from either Tenant or Transferee.

Conditions of Transfer. (Aa) If there is a permitted transferTransfer, the Landlord may collect Rent rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to payable under this Lease, lease but no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of the Tenant’s covenants or any provisions hereof regarding Tenantacceptance of the Transferee as tenant or a release from the Tenant from the further performance by the Tenant of its obligations under this lease. Any consent by the Landlord shall be subject to the Tenant and Transferee executing an agreement with the Landlord agreeing: (i) agreeing that the Transferee will be bound by all of the terms of this Lease lease and, except in the case of a sublease, that the Transferee will be so bound as if such Transferee it had originally executed this Lease lease as tenant, and (ii) to amend this Lease to incorporate such terms, covenants, and conditions as are necessary so that this Lease will be in accordance with Landlord's standard form of Lease in use for the Office Building at the time of the transfer, and so as to incorporate therein any conditions imposed by Landlord in its consent to such transfer and such further conditions as may be required by the provisions of this Section 11.03. (Bb) Notwithstanding any transfer Transfer permitted or consented to by the Landlord, or acceptance of Rent from the Transferee, Tenant (and Guarantor if applicable) shall be jointly and severally remain liable with the Transferee under this Lease lease and shall not be released from performing any of the terms of this Leaselease. (Cc) The Landlord’s consent to any Transfer shall be subject to the condition that if the net rent and additional rent to be paid by the Transferee under such Transfer exceeds the Net Rent and Additional Rent payable under this lease, the amount of such excess (the “Profit”) shall be paid by the Tenant to the Landlord. If the Tenant receives from any Transferee, either directly or indirectly, any consideration other than net rent or additional rent for such Transfer, either in the form of cash, goods or services (other than the proceeds of any financing as the result of a Transfer involving a mortgage, charge or similar security interest in this lease) the Tenant shall forthwith pay to the Landlord an amount equivalent to such consideration. The Tenant and the Transferee shall execute any agreement required by the Landlord to give effect to the foregoing terms. Notwithstanding the foregoing, in calculating any Profit which is payable to the Landlord, the Tenant may deduct any and all advertising costs, leasing commissions, brokerage fees, legal expenses and other expenses incurred by the Tenant with respect to any portion of the Premises which has been sublet including any loss of rental income during periods of vacancy of such sublet premises. (d) Notwithstanding the effective date of any permitted transfer Transfer as between the Tenant and the Transferee, all Minimum Net Rent and Additional Rent for the month in which such effective date occurs shall be paid in advance by the Tenant so that the Landlord will not be required to accept partial payments of Minimum rent Net Rent and Additional Rent for such month from either the Tenant or Transferee. (e) Any document evidencing any Transfer permitted by the Landlord, or setting out any terms applicable to such Transfer or the rights and obligations of the Tenant or Transferee thereunder, shall be prepared by the Landlord or its solicitors and all associated legal costs shall be paid by the Tenant. (f) The Tenant shall not be in default under this lease at the time it requests the consent of the Landlord to any Transfer as herein provided.

Conditions of Transfer. (Aa) If Subject to Section 8.03(e), if there is a permitted transferTransfer, the Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to payable under this Lease, Lease but no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of the Tenant's covenants or any provisions hereof regarding Tenantacceptance of the Transferee as tenant or a release from the Tenant from the further performance by the Tenant of its obligations under this Lease. Any consent by the Landlord shall be subject to the Tenant and Transferee executing an agreement with the Landlord agreeing: : (i) that the Transferee will be bound by all of the terms of this Lease and, except in the case of a sublease, that the Transferee will be so bound as if such Transferee it had originally executed this Lease as tenant, and ; and (ii) to amend this the Lease to incorporate such terms, covenants, covenants and conditions as are necessary so that this the Lease will be in accordance with the Landlord's standard form of Lease office lease in use for the Office Building at the time of the transferTransfer, and so as to incorporate therein any conditions imposed by the Landlord in its consent to such transfer and such further conditions as may be or required by the provisions of this Section 11.038.03. (Bb) Notwithstanding any transfer Transfer permitted or consented to by the Landlord, or acceptance of Rent from including a Transfer to the TransfereeLandlord pursuant to Section 8.02(c), the Tenant (and Guarantor if applicable) making such Transfer shall be jointly and severally remain liable with the Transferee under this Lease and shall not be released from performing any of the terms of this Lease. (Cc) The Landlord's consent to any Transfer shall be subject to the condition that: (i) the net and additional rent payable by the Transferee shall not be less than the Rent payable by the Tenant under this Lease as at the effective date of the Transfer, (including any increases provided for in this Lease); and (ii) if the net and additional rent to be paid by the Transferee under such Transfer exceeds the Rent payable under this Lease, the amount of such excess shall be paid by the Tenant to the Landlord. If the Tenant receives from any Transferee, either directly or indirectly, any consideration other than rent or additional rent for such Transfer, either in the form of cash, goods or services (other than the proceeds of any financing as the result of a Transfer involving a mortgage, charge or similar security interest in this Lease) the Tenant shall forthwith pay to the Landlord an amount equivalent to such consideration. The Tenant and the Transferee shall execute any agreement required by the Landlord to give effect to the foregoing terms. (d) Notwithstanding the effective date of any permitted transfer Transfer as between the Tenant and the Transferee, all Minimum Rent for the month in which such effective date occurs shall be paid in advance by the Tenant so that the Landlord will not be required to accept partial payments of Minimum rent Rent for such month from either the Tenant or Transferee. (e) If a Transfer occurs as a result of the Landlord's election pursuant to Section 8.02(c), the Landlord will apply the Rent payable by the Landlord, as Transferee, to the Rent payable under this Lease, but otherwise the Tenant will not be released from its covenants under this Lease or from the further performance of its obligations under this Lease. The Tenant will enter into an agreement with the Landlord setting out the terms of such Transfer, which agreement will be prepared by the Landlord or its solicitors and all legal costs associated with such Transfer shall be paid by the Tenant. (f) Any document evidencing any Transfer permitted by the Landlord, or setting out any terms applicable to such Transfer or the rights and obligations of the Tenant or Transferee thereunder including a Transfer under Section 8.02(c), or any amendment of this Lease pursuant to clause 8.03 (a) (ii), shall be prepared by the Landlord or its solicitors and all associated legal costs shall be paid by the Tenant.

Conditions of Transfer. (A) If there is a permitted transfer, Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to this Lease, but no acceptance by Landlord of any payments by a Transferee shall be deemed a waiver of any provisions hereof regarding Tenant. Any consent by Landlord shall be subject to Tenant and Transferee executing an agreement with Landlord agreeing: (i) that the Transferee will be bound by all of the terms of this Lease as if such Transferee had originally executed this Lease as tenant, and (ii) to amend this Lease to incorporate such terms, covenants, and conditions as are necessary so that this Lease will be in accordance with Landlord's standard form of Lease in use for the Office Building at the time of the transfer, and so as to incorporate therein any conditions imposed by Landlord in its consent to such transfer and such further conditions as may be required by the provisions of this Section 11.03. 25. (B) Notwithstanding any transfer permitted or consented to by Landlord, or acceptance of Rent from the Transferee, Tenant (and Guarantor if applicable) shall be jointly and severally liable with the Transferee under this Lease and shall not be released from performing any of the terms of this Lease. (C) Notwithstanding the effective date of any permitted transfer as between Tenant and the Transferee, all Minimum Rent for the month in which such effective date occurs shall be paid by Tenant so that Landlord will not be required to accept partial payments of Minimum rent for such month from either Tenant or Transferee.

Conditions of Transfer. (A) If there Landlord's consent to a Transfer may, without limitation, be conditioned on Landlord's reasonable determination whether the Transferee's financial condition is reasonably acceptable to Landlord. Consent by Landlord to any Transfer shall not be a permitted transfer, Landlord may collect Rent from the Transferee and apply the net amount collected waiver of Landlord's rights as to any subsequent Transfers. Any approved Transfer shall be expressly subject to the Rent required terms and conditions of this Lease. If Tenant's obligations under this Lease have been guaranteed by third parties (herein called "Guarantors"), then Landlord's consent to the Transfer may be paid pursuant conditioned upon Landlord's receipt of the written consent of each Guarantor to such Transfer and the terms thereof. In the event of any Transfer, each transferor and all Guarantors will remain fully responsible and liable for all of Tenant's obligations under this Lease, but no acceptance by Landlord of any payments by a Transferee shall be deemed a waiver of any provisions hereof regarding Tenant. Any consent by Landlord shall be subject to Tenant and Transferee executing an agreement with Landlord agreeing: (i) that the Transferee will be bound by all of the terms of this Lease as if such Transferee had originally executed this Lease as tenant, and (ii) to amend this Lease to incorporate such terms, covenants, and conditions as are necessary so that this Lease will be in accordance with Landlord's standard form of Lease in use for the Office Building at the time of the transfer, and so as to incorporate therein any conditions imposed by Landlord in its consent to such transfer and such further conditions as may be required by the provisions of this Section 11.03. (B) Notwithstanding any transfer permitted or consented to by Landlord, or acceptance of Rent from the Transferee, Tenant (and Guarantor if applicable) shall automatically be jointly and severally liable with to the extent of the transferred portion of the Premises. During the existence of a Default, as hereinafter defined, while a Transfer is in effect, Landlord may collect directly from the Transferee all sums becoming due to Tenant under the Transfer and apply this Lease amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any Transferee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any Transferee shall not be released from performing constitute a novation or release of Tenant or any Guarantor, a consent to the Transfer or a waiver of the terms of covenant prohibiting Transfers. Landlord, as Tenant's agent, may endorse any check, draft or other instrument payable to Tenant for sums due under a Transfer, and apply the proceeds in accordance with this Lease; this agency is coupled with an interest and is irrevocable. (C) Notwithstanding the effective date of any permitted transfer as between Tenant and the Transferee, all Minimum Rent for the month in which such effective date occurs shall be paid by Tenant so that Landlord will not be required to accept partial payments of Minimum rent for such month from either Tenant or Transferee.

Conditions of Transfer. (A) A. If there is a permitted transfer, Landlord may collect Rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to this Lease, but no acceptance by Landlord of any payments by a Transferee shall be deemed a waiver of any provisions hereof regarding Tenant. Any consent by Landlord shall be subject to Tenant and Transferee executing an agreement with Landlord agreeing: (i) that the Transferee will be bound by all of the terms of this Lease as if such Transferee had originally executed this Lease as tenant, and (ii) to amend this Lease to incorporate such terms, covenants, covenants and conditions as are necessary so that this Lease will be in accordance with Landlord's standard form of Lease lease in use for fi.>r the Office Building Improvements at the time of the transfer, . and so as to incorporate therein any conditions imposed cd by Landlord in its it consent to such transfer and such further conditions as may be required by the provisions of this Section 11.0311.03 and (iii) to provide a guarantee or Transferee's obligations, Landlord under the Lease, from a financially qualified guarantor or guarantors (with the determination of financial qualification to be made by Landlord in Landlord's sole discretion). (B) B. Notwithstanding any transfer permitted or consented to by Landlord, Landlord or acceptance of Rent from the Transferee, Tenant (and Guarantor if applicable) shall be jointly and severally liable with the Transferee under this Lease and shall not be released from performing any of the terms of this Lease. (C) C. Notwithstanding the effective date of any permitted transfer as between Tenant and the Transferee, all Minimum Rent for the month in which such effective date occurs shall be paid by Tenant so that Landlord will not be required to accept partial payments payment of Minimum rent Rent for such month from either Tenant or Transferee.

Conditions of Transfer. Landlord's consent to a Transfer may, without limitation, be conditioned on Landlord's determination whether (Aa) If there is a permitted transfer, Landlord may collect Rent from the Transferee will conduct business of a quality equal to that of Tenant, consistent with the character of the Project and apply its occupants, and consistent with any exclusives or other rights held by or contemplated for other occupants, and (b) the net amount collected Transferee's financial responsibility shall equal or exceed that of Tenant and that which is then required by Landlord, whichever is greater. Consent by Landlord to any Transfer shall not be a waiver of Landlord's rights as to any subsequent Transfers. Any approved Transfer shall be expressly subject to the Rent required terms and conditions of this Lease. If Tenant's obligations under this Lease have been guaranteed by third parties (herein called "Guarantors"), then Landlord's consent to the Transfer may be paid pursuant conditioned upon Landlord's receipt of the written consent of each Guarantor to such Transfer and the terms thereof. In the event of any Transfer, each transferor and all Guarantors will remain fully responsible and liable for all of Tenant's obligations under this Lease, but no acceptance by Landlord of any payments by a Transferee shall be deemed a waiver of any provisions hereof regarding Tenant. Any consent by Landlord shall be subject to Tenant and Transferee executing an agreement with Landlord agreeing: (i) that the Transferee will be bound by all of the terms of this Lease as if such Transferee had originally executed this Lease as tenant, and (ii) to amend this Lease to incorporate such terms, covenants, and conditions as are necessary so that this Lease will be in accordance with Landlord's standard form of Lease in use for the Office Building at the time of the transfer, and so as to incorporate therein any conditions imposed by Landlord in its consent to such transfer and such further conditions as may be required by the provisions of this Section 11.03. (B) Notwithstanding any transfer permitted or consented to by Landlord, or acceptance of Rent from the Transferee, Tenant (and Guarantor if applicable) shall automatically be jointly and severally liable with to the extent of the transferred portion of the Premises. Upon an event of default, as hereinafter defined, while a Transfer is in effect, Landlord may collect directly from the Transferee all sums becoming due to Tenant under the Transfer and apply this Lease amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any Transferee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any Transferee shall not be released from performing constitute a novation or release of Tenant or any Guarantor, a consent to the Transfer or a waiver of the terms of covenant prohibiting Transfers. Landlord, as Tenant's agent, may endorse any check, draft or other instrument payable to Tenant for sums due under a Transfer, and apply the proceeds in accordance with this Lease; this agency is coupled with an interest and is irrevocable. (C) Notwithstanding the effective date of any permitted transfer as between Tenant and the Transferee, all Minimum Rent for the month in which such effective date occurs shall be paid by Tenant so that Landlord will not be required to accept partial payments of Minimum rent for such month from either Tenant or Transferee.

Conditions of Transfer. The following terms and conditions apply in respect of a Transfer: (Aa) If there is a permitted transferTransfer, the Landlord may collect Rent rent from the Transferee and apply the net amount collected to the Rent required to be paid pursuant to payable under this Lease, Lease but no acceptance by the Landlord of any payments by a Transferee shall be deemed a waiver of the Tenant’s covenants or any provisions hereof regarding Tenantacceptance of the Transferee as tenant or a release of the Tenant from the further performance by the Tenant of its obligations under this Lease. Any consent by the Landlord shall be subject to the Tenant and Transferee executing an agreement with the Landlord agreeing: (i) that the Transferee will be bound by all of the terms of this Lease and, except in the case of a sublease, that the Transferee will be so bound as if such Transferee it had originally executed this Lease as tenant, ; and (ii) to amend this the Lease to incorporate such terms, covenants, covenants and conditions as are necessary so that this the Lease will be in accordance with the Landlord's ’s standard form of Lease office lease in use for the Office Building at the time of the transferTransfer, and so as to incorporate therein any conditions imposed by the Landlord in its consent to such transfer and such further conditions as may be or required by the provisions of this Section 11.038.03. (Bb) Notwithstanding any transfer permitted or consented to by Landlord, or acceptance of Rent from the Transferee, The Tenant (and Guarantor if applicable) shall be jointly and severally remain liable with the Transferee under this Lease and shall not be released from performing or observing any of the terms or conditions of this Lease. (Cc) The rent and additional rent payable by the Transferee shall not be less than the Net Rent and Additional Rent payable by the Tenant under this Lease as at the effective date of the Transfer, (including any increases provided for in this Lease). (d) If the net and additional rent to be paid by the Transferee under such Transfer exceeds the Rent payable under this Lease, the amount of such excess shall be paid by the Tenant to the Landlord. If the Tenant receives from any Transferee, either directly or indirectly, any consideration other than rent or additional rent for such Transfer, either in the form of cash, goods or services (other than the proceeds of any financing as the result of a Transfer involving a mortgage, charge or similar security interest in this Lease) the Tenant shall forthwith pay to the Landlord an amount equivalent to such consideration. The Tenant and the Transferee shall execute any agreement required by the Landlord to give effect to the foregoing terms. (e) If the Transfer is a sublease, the Transferee will agree to waive any statutory right to retain the unexpired portion of the term of the sublease or the Term of this Lease or to enter into a lease directly with the Landlord, in the event this Lease is terminated, surrendered, disclaimed or otherwise disposed of or dealt with. (f) Notwithstanding the effective date of any permitted transfer Transfer as between the Tenant and the Transferee, all Minimum Rent for the month in which such effective date occurs shall be paid in advance by the Tenant so that the Landlord will not be required to accept partial payments of Minimum rent Rent for such month from either the Tenant or Transferee. (g) Any document evidencing any Transfer permitted by the Landlord, or setting out any terms applicable to such Transfer or the rights and obligations of the Tenant or Transferee thereunder, shall be prepared by the Landlord or its solicitors and all associated legal costs shall be paid by the Tenant HSBC Office Master Mar 2012 SIERRA ONCOLOGY-HSBC 2150-MAY 2 2017/LT

Conditions of Transfer. (A) If there is Landlord's consent to a permitted transferTransfer may, without limitation, be conditioned on Landlord's determination that the Transferee's financial condition shall be sufficient to allow such Transferee to comply with the obligations of Tenant hereunder. Consent by Landlord may collect Rent from the Transferee and apply the net amount collected to any Transfer shall not be a waiver of Landlord's rights as to any subsequent Transfers. Any approved Transfer shall be expressly subject to the Rent required terms and conditions of this Lease. If Tenant's obligations under this Lease have been guaranteed by third parties (herein called "Guarantors"), then Landlord's consent to the Transfer may be paid pursuant conditioned upon Landlord's receipt of the written consent of each Guarantor to such Transfer and the terms thereof. In the event of any Transfer, each transferor and all Guarantors will remain fully responsible and liable for all of Tenant's obligations under this Lease, but no acceptance by Landlord of any payments by a Transferee shall be deemed a waiver of any provisions hereof regarding Tenant. Any consent by Landlord shall be subject to Tenant and Transferee executing an agreement with Landlord agreeing: (i) that the Transferee will be bound by all of the terms of this Lease as if such Transferee had originally executed this Lease as tenant, and (ii) to amend this Lease to incorporate such terms, covenants, and conditions as are necessary so that this Lease will be in accordance with Landlord's standard form of Lease in use for the Office Building at the time of the transfer, and so as to incorporate therein any conditions imposed by Landlord in its consent to such transfer and such further conditions as may be required by the provisions of this Section 11.03. (B) Notwithstanding any transfer permitted or consented to by Landlord, or acceptance of Rent from the Transferee, Tenant (and Guarantor if applicable) shall automatically be jointly and severally liable with to the extent of the transferred portion of the Premises. Upon an Event of Default, as herein defined, while a Transfer is in effect, Landlord may collect directly from the Transferee all sums becoming due to Tenant under the Transfer and apply this Lease amount against any sums due Landlord by Tenant, and Tenant authorizes and directs any Transferee to make payments directly to Landlord upon notice from Landlord. No direct collection by Landlord from any Transferee shall not be released from performing constitute a novation or release of Tenant or any Guarantor, a consent to the Transfer or a waiver of the terms of covenant prohibiting Transfers. Landlord, as Tenant's agent, may endorse any check, draft or other instrument payable to Tenant for sums due under a Transfer, and apply the proceeds in accordance with this Lease; this agency is coupled with an interest and is irrevocable. (C) Notwithstanding the effective date of any permitted transfer as between Tenant and the Transferee, all Minimum Rent for the month in which such effective date occurs shall be paid by Tenant so that Landlord will not be required to accept partial payments of Minimum rent for such month from either Tenant or Transferee.