Common use of Deemed Consent Transfers Clause in Contracts

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (C) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (C) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five (5) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth above, (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 27 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 27.7 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five ten (510) business days prior to the effective date of any such assignment or sublease (unless disclosure is legally prohibited, in which case Tenant shall notify Landlord as soon as legally permitted, and in any event within five (5) business days following the effective date of the assignment or sublease) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Project, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of (1) the Net Worth of Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.827.7, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this LeaseTenant), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange or for financing purposes (such as a Series A financing), (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant (such an acquisition shall be deemed to consist of “substantially all” of the stock to the extent the acquiring entity acquires a controlling interest of Tenant’s stock), or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five ten (510) business days prior to the effective date of any such assignment or sublease (or within ten (10) days thereafter if prior notice is prohibited by Applicable Law or confidentiality obligations) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this LeaseTenant), (B) a sale of corporate shares of capital stock in Tenant in connection with a public offering of Tenant’s stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five twenty (520) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in material economic default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) substantially equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in and (vi) the event of liability such Permitted Transferee under either an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownershippossession, directly direct or indirectlyindirect (i.e., from ownership of any sort, whether through the ownership of voting securities by contract or otherwise), of at least fifty-one percent (51%) the power to direct or cause the direction of the voting securities of, or possession management and policies of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any a person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) (i) a sale of stock by the Tenant in a public or private offering not resulting in a material change of management of the company, (ii) a merger, consolidation or reorganization where the resulting entity continues the business operations of the Tenant, or (iii) any transfer of Tenant’s stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) for Transfers in (A), (C) or (D) above, such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (and any subsequent exchange or sale of Tenant’s stock in any amount on a nationally-recognized stock exchange), (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth aboveabove (except where such disclosure is prohibited by applicable law, in which event Tenant shall provide such notification and documents as soon as allowed by applicable law), (ii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) with respect to a transaction described in the foregoing items (C) or (D), such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (iiiv) no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord’s consent.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this LeaseLease (including Section 14.6, above), (A) an assignment or subletting of all or a portion of the Premises to an affiliate “Affiliate” of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Leasethe assignment or subletting), (B) an assignment of the Tenant’s interest in this Lease to an entity which acquires all or substantially all of the stock or assets of TenantTenant and has (i) at least One Billion Dollars ($1,000,000,000) in annual revenue in the preceding twelve (12) month period and (ii) “Operating Cashflow” (as that term is defined in Section 21.7 below) of Two Hundred Fifty Million Dollars ($250,000,000) during the preceding twelve (12) month period (collectively, the “Affiliate Threshold”), or (C) an assignment of the this Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease TermTerm and satisfies the Affiliate Threshold, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (C) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five (5) business days prior to the effective date of any such assignment or sublease (unless such prior notice is prohibited by Applicable Laws or the terms of an applicable confidentiality agreement, in which event Tenant shall notify Landlord as soon as permissible) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth above, (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” ”. “Control,” ”, as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 is hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to Ten Million and 00/100 Dollars ($10,000,000.00), (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in and (vi) the event of liability such Permitted Transferee under either an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (each a “Permitted Transfer”, and any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 is hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) a private offering of stock in Tenant for the primary purpose of raising additional capital, (D) an assignment of the Lease to an entity which acquires all or substantially all of the assets of Tenant or a majority of the stock or assets of Tenant, or (CE) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CE) of this Section 14.8 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five ten (510) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth aboveabove (provided that, if prohibited by confidentiality or law in connection with a proposed purchase, merger, consolidation or reorganization, then Tenant shall give Landlord written notice within ten (10) days after the effective date of the proposed purchase, merger, consolidation or reorganization), (ii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (the “Net Worth”) at least equal to the Net Worth of Original Tenant on the date of this Lease, and (iiiv) no assignment relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s 's entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.. If any Permitted Transferee of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such Permitted Transferee, such cessation shall be considered an assignment or subletting requiring Landlord's consent. {3925-00031/01363433;7} -38- SHORES CENTERSoleno Therapeutics, Inc.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger merger, consolidation or consolidation reorganization of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth aboveabove (or promptly after such transaction if disclosure is prohibited by legally enforceable confidentiality requirements or Applicable Law), (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to Fifty Million Dollars ($50,000,000.00), (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this LeaseTenant), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, or (E) an assignment or sublease to an entity acquiring and continuing Tenant’s business operations at or from the Premises, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CE) of this Section 14.8 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five ten (510) business days prior to the effective date of any such assignment or sublease (or at least ten (10) business days after the effective date of such assignment or sublease if Tenant is prevented by Law or confidentiality requirements from disclosing such transaction to Landlord prior to the consummation thereof) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) either Tenant or such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to $150,000,000, (iv) no assignment or sublease relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (v) the liability of Tenant and such transferee Permitted Transferee under an assignment shall be joint and severalseveral with Tenant. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (Ai) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (Bii) an assignment of the Lease to an entity which acquires all or substantially all of the stock equity interest or assets of Tenant, or (Ciii) an assignment of the Lease to an entity which is the resulting or surviving entity of a Transfer in connection with a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (Ai) through (Ciii) of this Section 14.8 14.7 hereinafter referred to as a “"Permitted Transferee”"), provided that (ia) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents 4845-8006-8327.4 374622.00156/6-30-21/MLT/bp -29- GENESIS XXXXXXXXX AT 5510 [Kura Oncology, Inc.] or information reasonably requested by Landlord regarding such transfer or transferee as set forth aboveabove (unless such notice is prohibited by Applicable Law or a valid non-disclosure agreement, in which event Tenant shall provide Landlord with such notice and documentation within ten (10) days after the Transfer), (iib) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (d) in the case of a transfer under the foregoing subsections (ii) or (iii), such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (iii2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (v) no assignment relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s 's entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.814.7, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord's consent.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate "Affiliate" of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Leasethe assignment or subletting), (B) an assignment of the Tenant's interest in this Lease to an entity which acquires all or substantially all of the stock or assets of TenantTenant and has a "Tangible Net Worth" (i.e. net worth, excluding intangibles such as intellectual property and goodwill) substantially equal to or greater than that of Tenant immediately prior to such assignment, or (C) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease TermTerm and has Tangible Net Worth substantially equal to or greater than that of Tenant immediately prior to such assignment, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 15 or triggering Landlord’s 's rights under Section 14.3 or 14.4 15(b), above (any such assignee or sublessee described in items (A) through (C) of this Section 14.8 15(c) hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies shall notify Landlord at least five (5) business days prior to the effective date of any such assignment or sublease (unless such prior notice is prohibited by applicable law or the terms of an applicable confidentiality agreement, in which event Tenant shall notify Landlord as soon as permissible) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth above, (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) no assignment relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s 's entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “". "Control,” ", as used in this Section 14.815(c), shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (Ai) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (Bii) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange, (iii) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (Civ) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (Ai) through (Civ) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (ia) Tenant notifies Landlord at least five fifteen (515) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee as set forth abovePermitted Transferee, (iib) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Project, (d) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of (1) the Net Worth of the Tenant on the date of this Lease, and (iii2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (e) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, andand (f) such Permitted Transferee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the event effective date of an such assignment or sublease, all the obligations of Tenant’s entire interest in Tenant under this Lease, ; provided that the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee AssigneeTransferee.” “Control,” solely as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a private offering of Tenant's stock or a public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease TermTerm (each a "Permitted Transfer"), shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five in writing of any such assignment or sublease (5which written notification shall be given not less than ten (10) business days prior to the effective date of any such assignment or sublease sublease, if reasonably practicable, not a breach of confidentiality and not in violation of any Applicable Laws, but in any event within five (5) days after the effective date of such assignment or sublease), and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the Net Worth of Original Tenant on the date of this Lease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in and (vi) the event liability of such Permitted Transferee under either an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 14, or triggering Landlord’s rights under require the payment of any Transfer Premium pursuant to Section 14.3 or 14.4 above (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord shall use commercially reasonable, diligent efforts to deliver to Landlord, at least five fifteen (515) business days prior to the effective date of any such assignment or sublease (or as soon as is thereafter practicable or legally permitted pursuant to applicable law and/or applicable disclosure restrictions imposed by the SEC or similar regulatory agency) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) in connection with items (C) and (D) above only, such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the Net Worth of Tenant on the day immediately preceding either the effective date of such assignment or sublease or such earlier date when components of the underlying transaction otherwise commenced or took effect, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this LeaseTenant), (B) a sale of shares of capital stock in Tenant, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, (E) an assignment or sublease to an entity acquiring and continuing Tenant’s business operations at or from the Premises, or (F) an assignment or sublease to an entity to which Affiliate Landlord has consented to the assignment or sublease of all or a portion of the “Premises” under the 703 Market Lease which assignment or sublease becomes effective concurrently with the assignment or sublease of the “Premises” under the 703 Market Lease, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CF) of this Section 14.8 14.7 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five ten (510) business days prior to the effective date of any such assignment or sublease (or at least ten (10) business days after the effective date of such assignment or sublease if Tenant is prevented by Law or confidentiality requirements from disclosing such transaction to Landlord prior to the consummation thereof) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (iv) the liability of Tenant and such transferee Permitted Transferee under an assignment shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.”

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a private offering of Tenant's stock or a public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease TermTerm (each a "Permitted Transfer"), shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five in writing of any such assignment or sublease (5which written notification shall be given not less than ten (10) business days prior to the effective date of any such assignment or sublease sublease, if reasonably practicable, not a breach of confidentiality and not in violation of any Applicable Laws, but in any event within five (5) days after the effective date of such assignment or sublease), and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the Net Worth of Original Tenant on the date of this Lease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in and (vi) the event liability of such Permitted Transferee under either an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. Notwithstanding anything to the contrary contained in this Lease, Landlord hereby consents to the Management Services Agreement in substantially the form attached hereto as Exhibit F, attached hereto (the "Innovation Research Agreement"), and confirms that such agreement is a Permitted Transfer hereunder and that Innovation Research Center, a California professional corporation ("Innovation Research"), is a Permitted Transferee hereunder. The terms of the Innovation Research Agreement shall be subject and subordinate to the terms of this Lease, and shall not relieve Tenant of any obligations hereunder. Innovation shall not have the right to use in excess of 5,000 rentable square feet of the Premises under the Innovation Research Agreement.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this LeaseLease (including Section 14.6, above), (A) an assignment or subletting of all or a portion of the Premises to an affiliate "Affiliate" of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Leasethe assignment or subletting), (B) an assignment of the Tenant's interest in this Lease to an entity which acquires all or substantially all of the stock or assets of TenantTenant and has a "Tangible Net Worth" (defined below) equal to or greater than that of Tenant immediately prior to such assignment, or (C) an assignment of the this Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease TermTerm and has a Tangible Net Worth equal to or greater than that of Tenant immediately prior to such assignment, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s 's rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (C) of this Section 14.8 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five (5) business days prior to the effective date of any such assignment or sublease (unless such prior notice is prohibited by Applicable Laws or the terms of an applicable confidentiality agreement, in which event Tenant shall notify Landlord as soon as permissible) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth above, (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) no assignment relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s 's entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “". "Control,” ", as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. For purposes of this Lease, the term "Tangible Net Worth" shall mean total assets (not including good will as an asset) less total liabilities.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange, (C) a transfer of member interests or stock in Tenant in connection with any financing or any other member interest or stock transfer, (D) an assignment of the this Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CE) an assignment of the this Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section and shall not be subject to the provisions of Sections 14.3 or 14.4 and 14.5 above (any such assignee or sublessee described in items (A) through (CE) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five (5) business days prior to promptly upon the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth above, (ii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such Permitted Transferee (or the Tenant entity immediately preceding the Permitted Transfer (the “Prior Tenant”), if such Prior Tenant remains the Tenant under this Lease) shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease; provided that if the Prior Tenant is a surviving entity of such Permitted Transfer but is no longer the Tenant under this Lease, and such Prior Tenant remains liable under this Lease, then Tenant may combine the Net Worth of the Prior Tenant and the Permitted Transferee to satisfy the foregoing Net Worth requirement; provided further that, in the event of a subletting of all or a portion of the Premises to an affiliate of Tenant pursuant to item (A) above, Tenant may combine the Net Worth of Tenant and such affiliate of Tenant to satisfy the foregoing Net Worth requirement, and (iiiiv) no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee (other than a transferee pursuant to a stock or member interest transfer whereby this Lease is not actually assigned to a new entity) shall be joint and several. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (Aa) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease)Tenant, (Bb) an assignment of the Lease by Tenant to an entity which acquires all or substantially all of the assets or interest (partnership, stock or assets other) of Tenant, or (Cc) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term(each, a “Permitted Transferee”), shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (C) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”)14, provided that (i) Tenant notifies Landlord at least five (5) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee Permitted Transferee as set forth above, and (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) no assignment relating Lease or to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from otherwise effectuate any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, the liability release of Tenant and of such transferee shall be joint and severalobligations. An assignee of Tenant’s entire interest in this Lease and the Premises who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Non-Transferee Assignee.” ”). “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity, or the power to direct the policies or operations of any person or entity (by contract or otherwise). The sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange, and the subsequent sale of Tenant’s capital stock as long as Tenant is a publicly traded company on a nationally-recognized stock exchange shall not be deemed a Transfer under this Article 14 and shall not be subject to this Article 14.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this LeaseTenant), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, or (E) an assignment or sublease to an entity acquiring and continuing Tenant's business operations at or from the Premises, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CE) of this Section 14.8 14.7 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five ten (510) business days prior to the effective date of any such assignment or sublease (or at least ten (10) business days after the effective date of such assignment or sublease if Tenant is prevented by Law or confidentiality requirements from disclosing such transaction to Landlord prior to the consummation thereof) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) no assignment or sublease relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (iv) the liability of Tenant and such transferee Permitted Transferee under an assignment shall be joint and severalseveral with Tenant. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity."

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which at any time is controlled by, controls, or is under common control with, Tenant as of the date of this LeaseTenant), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease (provided such notice and disclosure does not violate Applicable Laws or the terms of an agreement with the acquiring entity, in which event such notice and disclosure shall be made as soon as reasonably possible) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Buildings, (iv) with respect to a Permitted Transferee Assignee only, such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, or (E) an Additional Transfer, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee assignee, sublessee, or sublessee resultant Tenant described in items (A) through (CE) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in and (vi) the event of liability such Permitted Transferee under either an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 is hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee is engaged in a business which is consistent with the quality of the Building, as judged by then existing tenants of the Building and of Comparable Buildings, (iv) such Permitted Transferee shall have a long term issuer credit rating from Moody's Professional Rating Service ("Moody's") of BB or better (or in the event such applicable Moody's ratings are no longer available, comparable ratings from Fitch Ratings Ltd. ("Fitch") or Standard and Poor's Professional Rating Service ("S&P")), (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange, (C) an assignment of the this Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, or I a deemed assignment under Section 14.7(ii)(B) or (C), shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section be subject to Sections 14.3 or 14.4 of this Lease (any such assignee or sublessee described in items (A) through (CD) or Tenant under item I of this Section 14.8 hereinafter referred to as a “Permitted Non-Transferee”), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth above, (ii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Non-Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Non-Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (v) no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. Landlord shall not have the right to recapture under Section 14.4 of this Lease with respect to a Transferee that would qualify as a Permitted Non-Transferee but for the failure to meet the requirements of clause (iv)(1) in the immediately preceding sentence. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Non-Transferee may also be referred to herein as a “Permitted Non-Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate “Affiliate” of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Leasethe assignment or subletting), (B) an assignment of the Tenant’s interest in this Lease to an entity which acquires all or substantially all of the stock or assets of TenantTenant and has a tangible net worth equal to or greater than that of Tenant immediately prior to such assignment, or (C) an assignment of the this Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease TermTerm and has a tangible net worth equal to or greater than that of Tenant immediately prior to such assignment, shall not be deemed a Transfer requiring Landlord’s consent (nor Tenant’s payment of any Transfer Premium) under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (C) of this Section 14.8 14.7 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five (5) business days prior to the effective date of any such assignment or sublease (unless such prior notice is prohibited by applicable law or the terms of an applicable confidentiality agreement, in which event Tenant shall notify Landlord as soon as permissible) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth above, (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” ”. “Control,” ”, as used in this Section 14.814.7, shall mean the ownership, directly or indirectly, of at least fiftytwenty-one five percent (5125%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fiftytwenty-one five percent (5125%) of the voting interest in, any person or entity, or an ownership interest in an entity that includes a right to appoint a member of the board of directors of such entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth aboveabove (unless such information is prohibited from being disclosed in which event Tenant shall notify Landlord no later than thirty (30) days after such effective date), (ii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the Net Worth of Original Tenant on the date of this Lease, and (iiiiv) no assignment relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s 's entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (Ai) an assignment or subletting of all or a portion of the Premises Transfer to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this LeaseTenant), (Bii) any transfer of corporate shares of capital stock in Tenant on a nationally-recognized stock exchange, (iii) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (Civ) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring require Landlord’s consent under this Article 14 or triggering Landlord’s rights under be subject to Section 14.3 or 14.4 above (any such assignee or sublessee described in items (Ai) through (Civ) of this Section 14.8 hereinafter referred to as a “Permitted Transferee” and any such Transfer, a “Permitted Transfer”), provided that (ia) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease (unless such notice is legally prohibited or otherwise subject to confidentiality obligations, then Tenant shall notify Landlord as soon as permissible, and in any event within thirty (30) days following the effective date thereof) (such notice from Tenant to Landlord, the “Permitted Transfer Notice”) and promptly supplies Landlord with any such documents or information reasonably requested by Landlord regarding such transfer or transferee to establish that the Transfer qualifies as set forth abovea Permitted Transfer, (iib) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee shall be of a character and reputation consistent with the Class A Standard, (d) any Permitted Transferee Assignee shall have (I) cash or marketable securities of at least $200,000,000 and (iiiII) a tangible net worth (excluding good will and other intangibles) of at least $4,500,000,000, as determined by generally accepted accounting principles, as evidenced by either (A) publically available documentation filed with the SEC that is separate and distinct for the Permitted Transferee (as opposed joint or cumulative filings with an entity that controls the Permitted Transferee or with entities which are otherwise affiliates of the Permitted Transferee), if stock in the entity which constitutes the Permitted Transferee (as opposed to an entity that controls the Permitted Transferee or is otherwise an affiliate of the Permitted Transferee) is publicly traded on NASDAQ or a national stock exchange, or (B) otherwise, a certification that the Permitted Transferee satisfies the Permitted Transferee Credit Requirement, which is factually correct, from a reputable, national, independent CPA firm provided by Tenant as part of the Permitted Transfer Notice, (e) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (f) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one fifty percent (5150%) or more of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one fifty percent (5150%) or more of the voting interest in, any person or entityentity and the ability to direct the affairs of the entity in question.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this LeaseTenant), (B) a sale of shares of capital stock in Tenant, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, or (E) an assignment or sublease to an entity acquiring and continuing Tenant’s business operations at or from the Premises, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CE) of this Section 14.8 14.7 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five ten (510) business days prior to the effective date of any such assignment or sublease (or at least ten (10) business days after the effective date of such assignment or sublease if Tenant is prevented by Law or confidentiality requirements from disclosing such transaction to Landlord prior to the consummation thereof) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (iv) the liability of Tenant and such transferee Permitted Transferee under an assignment shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.”

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 is hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five fifteen (515) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a Tangible Net Book Value (defined below) at least equal to Two Hundred Seventy-Five Million Dollars ($275,000,000), (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. Tangible Net Book Value" shall mean the number obtained by subtracting Tenant's liabilities, and intangible assets (including goodwill) from Tenant's total assets. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 payment of the Transfer Premium (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five ten (510) business days prior to the effective date of any such assignment or sublease (unless such notice is protected by confidentiality obligations, in which case Tenant shall notify Landlord as soon as is permitted, but not later than ten (10) days after the effective date of such assignment or sublease) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) in connection with an assignment under (C) or (D) above, such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to One Billion Dollars ($1,000,000,000) with cash on hand of at least Two Million Dollars ($2,000,000), (iv) no assignment or sublease relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (v) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Original Tenant on the date of this Lease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. No Transfer Premium shall be payable in connection with a transfer to a Permitted Transferee.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (Aa) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease)Tenant, (Bb) an assignment of the this Lease by Tenant to an entity which acquires all or substantially all of the assets or interest (partnership, stock or assets other) of Tenant, or (Cc) an assignment of the this Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term(each, a "Permitted Transferee"), shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (C) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”)14, provided that (i) Tenant notifies Landlord at least five (5) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee Permitted Transferee as set forth above, (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this LeaseLease or to otherwise effectuate any release of Tenant of such obligations, and (iii) no assignment relating any Non-Transferee Assignee (a) has a long term issuer credit rating from Xxxxx'x Professional Rating Service ("Xxxxx'x") of A3 or better or Standard and Poor's Professional Rating Service ("S&P") of A- or better or (b) has a tangible net worth (excluding goodwill as an asset) of at least equal to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee shall be joint and severalOne Billion Dollars ($1,000,000,000). An assignee of Tenant’s 's entire interest in this Lease and the Premises who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted "Non-Transferee Assignee.” “"). "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the total voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the total voting interest in, any person or entity, or the power to direct the policies or operations of any person or entity (by contract or otherwise). The sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, and the subsequent sale of Tenant's capital stock as long as Tenant is a publicly traded company on a nationally-recognized stock exchange shall not be deemed a Transfer under this Article 14 and shall not be subject to this Article 14.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Leasesuch Transfer), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five (5) business 30 days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth above, (ii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) calculated pursuant to "GAAP," as that term is defined in Article 21 below, that is reasonably sufficient to meet its obligations under this Lease, and is equal to or greater than the tangible net worth of Original Tenant on the date of this Lease, and (iiiv) no assignment relating to this Lease, whether with or without Landlord’s 's consent, shall relieve the transferring Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s 's entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate Affiliate of Tenant as of the date of this Lease (an "Affiliate" shall mean entity which is controlled by, controls, or is under common control with, Tenant (as of the date of this Lease), but only so long as such transferee remains an Affiliate of Tenant), (B) an assignment of the this Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (C) an assignment of the this Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (C) of this Section 14.8 is hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five (5) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant delivers evidence of insurance as required under this Lease with respect to the Permitted Transferee, (iii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iv) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iiiv) such Permitted Transferee shall have a tangible net worth (not including intangibles, such as goodwill, as an asset) computed in accordance with generally accepted accounting principles, consistently applied sufficient to assure performance of all future obligations hereunder, (vi) no assignment or sublease relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vii) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. The occurrence of a Transfer pursuant to this Section 14.8 shall not waive Landlord's rights as to any subsequent Transfers. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” ", as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. Notwithstanding any provision to the contrary contained herein, immediately following an assignment to a Permitted Transferee Assignee in accordance with the terms and conditions of subsections (B) and (C) of this Section 14.8, Tenant shall provide Landlord with financial statements of the Permitted Transferee Assignee pertaining to the period after the consummation of such assignment that are certified by the Permitted Transferee Assignee's chief financial officer or an independent certified public accountant which is a member of a nationally or regionally recognized certified public accounting firm. If, based on such financial statements, Landlord reasonably determines that such Permitted Transferee Assignee will not have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to Two Billion Eight Hundred Million Dollars ($2,800,000,000), then Landlord shall reasonably determine as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, and such determination shall be made by reviewing the extent of financial security then generally being imposed by landlords of Comparable Buildings from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of the Permitted Transferee Assignee in light of the responsibilities to be undertaken by the Permitted Transferee Assignee vis-à-vis such tenants of Comparable Buildings. If Landlord reasonably determines that any financial security is required in accordance with the immediately preceding sentence, then within thirty (30) days following Landlord's delivery thereof to Tenant, (A) the parties shall promptly enter into a commercially reasonable lease amendment documenting such financial security, and (B) Tenant shall provide such financial security to Landlord.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this LeaseTenant), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange or for financing purposes (such as a Series A financing), (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant (such an acquisition shall be deemed to consist of "substantially all" of the stock or assets to the extent the acquiring entity acquires a controlling interest of Tenant's stock), or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five ten (510) business days prior to the effective date of any such assignment or sublease (or within ten (10) days thereafter if prior notice is prohibited by Applicable Law or confidentiality obligations) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Leasethe Transfer), (B) a sale of corporate shares of capital stock in Tenant on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five (5) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth aboveabove (unless to do so violates state or Federal securities law, or any confidentiality agreement binding on Tenant, in which case Tenant shall notify Landlord within ten (10) days after the Transfer), (ii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee and Tenant shall have a combined tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (iiiv) no assignment relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s 's entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring ./ -/// -38- XXXXXX REALTY, L.P. [ACADIA Pharmaceuticals Inc.] Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord shall use commercially reasonable, diligent efforts to deliver to Landlord, at least five fifteen (515) business days prior to the effective date of any such assignment or sublease (or as soon as is thereafter practicable or legally permitted pursuant to applicable law and/or applicable disclosure restrictions imposed by the SEC or similar regulatory agency) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the lesser of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, or (E) the establishment by Tenant or a permitted successor or assign of one or more series of (i) members, managers, limited liability company interests or assets, which may have separate rights, powers or duties with respect to specified property or obligations of the Tenant (or such successor or assignee) or profits or losses associated with specified property or obligations of Tenant (or such successor or assignee), pursuant to §18-215 of the Delaware Limited Liability Company Act, as amended, or similar laws of other states or otherwise, or (ii) limited partners, general partners, partnership interests or assets, which may have separate rights, powers or duties with respect to specified property or obligations of Tenant (or such successor or assignee) or profits or losses associated with specified property or obligations of Tenant (or such successor or assignee) pursuant to §17-218 of the Delaware Revised Uniform Limited Partnership Act, as amended, or similar laws of other states or otherwise (a "Series Reorganization"), shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CE) of this Section 14.8 hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in economic or material non-economic default, beyond the applicable notice and cure period, more than once (1) in any previous twelve (12) month period or more than twice (2) during the entire Lease Term, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the Net Worth of Original Tenant on the date of this Lease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (C) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (C) of this Section 14.8 hereinafter referred to as a “Permitted Transferee”), provided that (i) Tenant notifies Landlord at least five (5) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth above, (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of TenantXxxxxx’s entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 is hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.. 00 XXX XXXXXX STAR WAY(Single-Tenant Lease Form)[Rovi Corporation]

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (A) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (B) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (CD) an assignment of the Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord’s 's consent under this Article 14 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignee or sublessee described in items (A) through (CD) of this Section 14.8 is hereinafter referred to as a “"Permitted Transferee”"), provided that (i) Tenant notifies Landlord at least five thirty (530) business days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above, (ii) Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (iii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the greater of (I) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, (v) no assignment or sublease relating to this Lease, whether with or without Landlord’s 's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant’s 's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “"Permitted Transferee Assignee.” “" "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity.