Common use of Furniture and Equipment Clause in Contracts

Furniture and Equipment. a. IDC desires to acquire ownership from University of the furnishings, equipment and fixtures of University that are located upon and within the Sublease Premises at the commencement of the Term (except the furniture and equipment located in Lab 1) as listed on the attached Exhibit C (the “Assets”). Accordingly, effective as of the Commencement Date, in consideration of $1 and other good and valuable consideration, University agrees to convey to IDC, and IDC agrees to obtain and accept from University, the Assets. The parties acknowledge that the Assets are currently located in the Sublease Premises. The Assets shall be transferred to IDC according to the following terms and conditions: (i) University and IDC shall execute a Xxxx of Sale in the form set forth on the attached Exhibit D, which Xxxx of Sale will transfer the risk, possession and full ownership of the Assets from University to IDC effective as of the Commencement Date. The parties shall mutually execute and deliver the Xxxx of Sale within five (5) days following the Commencement Date. (ii) University warrants that it has good and marketable title to the Assets, free and clear of any liens and encumbrances. EXCEPT FOR THE FOREGOING SENTENCE, NO REPRESENTATION OR WARRANTY OF ANY KIND IS GIVEN REGARDING THE ASSETS OR THEIR CONDITION, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHER WARRANTY OF QUALITY, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. (iii) IDC shall take the Assets AS IS, WHERE IS, WITH ALL DEFECTS. IDC has inspected the Assets to IDC’s satisfaction and confirms that no guarantees or warranties were expressed or implied by University regarding the condition, quality or fitness for any purpose of the Assets. IDC irrevocably and unconditionally waives any claim IDC may have against the University due to any deficiency or lack of conformity of the Assets or any unit or part thereof. (iv) IDC assumes all responsibility for and risk (other than title and lien risk) related to the Assets as of the Commencement Date. (v) University shall not be responsible for maintaining, repairing or replacing the Assets at any time prior to or following the mutual execution and delivery of this Sublease, University agreeing only to refrain from intentionally damaging the Assets. All risk of damage to or deterioration of the Assets prior to or after the Commencement Date shall be borne by IDC. (vi) To the fullest extent permitted by law, IDC hereby irrevocably and unconditionally to defend, indemnify, and hold harmless University from and against any and all claims, costs, losses, damages, judgments and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim of every kind and character, whether based on (without limitation) contract, strict liability, statutory liability or any other theory under contract, at law or in equity, and where arising from or incident to the Assets on and following the Commencement Date but excluding claims related to title to the Assets or liens on the Assets. (vii) UNDER NO CIRCUMSTANCES WILL UNIVERSITY BE LIABLE TO IDC FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE TRANSFER OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. All of IDC’s personal property of any kind or description, including without limitation, the Assets, shall be at IDC’s sole risk. University shall not be liable for any damage done to or loss of such personal property, injury to person or damage or loss suffered by the business or occupation of IDC arising from any acts or neglect of co-tenants or other occupants of the Building, or of any other persons. c. The Assets shall be removed by IDC as of the end of the Term, except as may be otherwise agreed to by Master Landlord and University, and any damage caused by such removal shall be repaired by IDC. However, the Labconco Fume Hood(s), and any other Assets that are required by the terms of the Master Lease to be left in the Premises as of the end of the term of the Master Lease, shall not be removed by IDC at the end of the Term and, as of the end of the Term, the same shall be surrendered by IDC with the Sublease Premises and at such time shall become the property of Master Landlord. University agrees that if Master Landlord requires the Labconco Fume Hood(s) to be removed as of the end of the term of the Master Lease, such removal shall be performed by University at its cost. However, if IDC remains in the Sublease Premises past the expiration of the Term, then IDC agrees to be solely responsible for any removal obligations related to all of the Assets, including without limitation the Labconco Fume Hood(s).

Furniture and Equipment. a. IDC desires to acquire ownership from University In consideration of the furnishingsobligations of Subtenant under this Sublease, Sublandlord grants a license to Subtenant to use the furniture, equipment and fixtures of University that are other personal property located upon and within the Sublease Premises at the commencement of the Term (except the furniture and equipment located in Lab 1) as listed on the attached Exhibit C (the “Assets”). Accordingly, effective Space as of the Commencement DateDate (collectively, in consideration of $1 and other good and valuable consideration, University the “Furniture”). Subtenant agrees to convey to IDCaccept the Furniture on the Commencement Date on an “as is, where is, with all faults” basis, and IDC agrees without representation or warranty of any kind, nature or description relative to obtain the same, including representations concerning merchantability, fitness or fitness for a particular purpose, all of which are hereby expressly disclaimed by Sublandlord and accept from Universitywaived by Subtenant. During the Sublease Term, Subtenant shall (x) insure the Furniture against loss or damage by fire or other casualty (and all of the provisions of this Sublease applicable to insurance required to be carried by Subtenant shall be applicable thereto) and (y) maintain the Furniture in at least as good a condition and working order as when delivered to Subtenant, subject to reasonable wear and tear. Upon request by Sublandlord, Subtenant shall deliver to Sublandlord within 10 days of such request, evidence that Subtenant is maintaining the insurance coverage with regard to the Furniture as required under this Section 21. Notwithstanding the foregoing, the Assets. The parties acknowledge that Furniture is and shall remain the Assets are currently located in sole and exclusive property of Sublandlord during the Sublease Premises. The Assets shall be transferred Term, provided however, that Sublandlord has the right at any time to IDC according give notice to the following terms and conditions: (i) University and IDC shall execute a Xxxx of Sale in the form set forth on the attached Exhibit D, which Xxxx of Sale will transfer the risk, possession and full Subtenant that ownership of the Assets from University Furniture has been transferred to IDC effective as of Subtenant. Upon transfer to Subtenant, Subtenant shall remove the Commencement Date. The parties shall mutually execute and deliver the Xxxx of Sale within five (5) days following the Commencement Date. (ii) University warrants that it has good and marketable title to the Assets, free and clear of any liens and encumbrances. EXCEPT FOR THE FOREGOING SENTENCE, NO REPRESENTATION OR WARRANTY OF ANY KIND IS GIVEN REGARDING THE ASSETS OR THEIR CONDITION, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHER WARRANTY OF QUALITY, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. (iii) IDC shall take the Assets AS IS, WHERE IS, WITH ALL DEFECTS. IDC has inspected the Assets to IDC’s satisfaction and confirms that no guarantees or warranties were expressed or implied by University regarding the condition, quality or fitness for any purpose of the Assets. IDC irrevocably and unconditionally waives any claim IDC may have against the University due to any deficiency or lack of conformity of the Assets or any unit or part thereof. (iv) IDC assumes all responsibility for and risk (other than title and lien risk) related to the Assets as of the Commencement Date. (v) University shall not be responsible for maintaining, repairing or replacing the Assets at any time prior to or following the mutual execution and delivery of this Sublease, University agreeing only to refrain from intentionally damaging the Assets. All risk of damage to or deterioration of the Assets prior to or after the Commencement Date shall be borne by IDC. (vi) To the fullest extent permitted by law, IDC hereby irrevocably and unconditionally to defend, indemnify, and hold harmless University from and against any and all claims, costs, losses, damages, judgments and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim of every kind and character, whether based on (without limitation) contract, strict liability, statutory liability or any other theory under contract, at law or in equity, and where arising from or incident to the Assets on and following the Commencement Date but excluding claims related to title to the Assets or liens on the Assets. (vii) UNDER NO CIRCUMSTANCES WILL UNIVERSITY BE LIABLE TO IDC FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE TRANSFER OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. All of IDC’s personal property of any kind or description, including without limitation, the Assets, shall be at IDC’s sole risk. University shall not be liable for any damage done to or loss of such personal property, injury to person or damage or loss suffered by the business or occupation of IDC arising from any acts or neglect of co-tenants or other occupants of the Building, or of any other persons. c. The Assets shall be removed by IDC as of the end of the Term, except as may be otherwise agreed to by Master Landlord and University, and any damage caused by such removal shall be repaired by IDC. However, the Labconco Fume Hood(s), and any other Assets that are required by the terms of the Master Lease to be left in the Premises as of the end of the term of the Master Lease, shall not be removed by IDC Furniture at the end of the Term and, as of the end of the Sublease Term, the same and Sublandlord shall be surrendered by IDC with the Sublease Premises deemed to have transferred, conveyed, and at such time shall become the property of Master Landlord. University agrees that if Master Landlord requires the Labconco Fume Hood(s) delivered to be removed as of the end of the term of the Master Lease, such removal shall be performed by University at its cost. However, if IDC remains in the Sublease Premises past the expiration of the Term, then IDC agrees to be solely responsible for any removal obligations related to Subtenant all of the AssetsFurniture in its “as is, where is condition, with all faults”, and without any representation or warranty of any kind, nature or description relative to the same, including without limitation representations concerning merchantability, fitness or fitness for a particular purpose. Sublandlord and Subtenant hereby agree that little or no value will be attributable to the Labconco Fume Hood(s)Furniture at the time of the Furniture transfer and that no part of the Basic Rent payable by Subtenant hereunder will be attributable to such Furniture. Notwithstanding anything in this Sublease to the contrary, Sublandlord shall have no liability to Subtenant on account of any malfunction, stoppage, breakage or failure of any of the Furniture to perform for their intended use or for the inability of Subtenant to use any of said Furniture, and Subtenant hereby releases Sublandlord from any liability to Subtenant for any loss or damage incurred by Subtenant arising out of any such malfunction, stoppage, breakage, failure or the inability of use.

Furniture and Equipment. a. IDC desires Sublandlord makes no representations with respect to acquire ownership from University the Furniture which is provided “as is” condition with all faults and defects now known or later discovered, and Sublandlord shall have no obligation to make any alterations or repairs thereto. Subject to the terms and conditions of the furnishingsMaster Lease, Subtenant shall remove all Furniture, equipment and fixtures of University that are located upon and or furniture delivered within the Premises, as well as any equipment or furniture brought in the Premises by the Subtenant from the Premises on or prior to the Expiration Date or such earlier date that the Sublease Premises at is terminated or the commencement of the Term (except the furniture and equipment located in Lab 1) as listed on the attached Exhibit C (the “Assets”)Subtenant’s right to possession is terminated. Accordingly, effective as of the Commencement Date, in consideration of $1 and other good and valuable consideration, University Sublandlord agrees to convey to IDC, and IDC agrees to obtain and accept from University, Subtenant the Assets. The parties acknowledge that the Assets are currently located furniture (“Furniture”) for consideration in the Sublease Premises. The Assets shall be transferred to IDC according amount of One Dollar subject to the following terms Subtenant’s agreement to remove said Furniture at its own cost and conditions: (i) University and IDC expense at the expiration or earlier termination of the Sublease. Sublandlord shall execute a Xxxx of Sale in the form set forth convey said Furniture on the attached Exhibit D, which Xxxx of Sale will transfer the risk, possession and full ownership of the Assets from University Commencement Date to IDC effective as of the Commencement Date. The parties shall mutually execute and deliver the Xxxx of Sale within five (5) days following the Commencement Date. (ii) University warrants that it has good and marketable title to the Assets, free and clear of any liens and encumbrances. EXCEPT FOR THE FOREGOING SENTENCE, NO REPRESENTATION Subtenant “AS-IS WITH ALL FAULTS NOW KNOWN OR WARRANTY LATER DISCOVERED AND WITHOUT ANY WARRANTIES OF ANY KIND IS GIVEN REGARDING THE ASSETS OR THEIR CONDITIONTYPE, INCLUDING BUT NOT LIMITED TOEXPRESS, MERCHANTABILITYIMPLIED, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHER WARRANTY OF QUALITY, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIEDOTHERWISE. (iii) IDC shall take the Assets AS IS, WHERE IS, WITH ALL DEFECTS. IDC has inspected the Assets ” Subtenant agrees to IDC’s satisfaction and confirms that no guarantees or warranties were expressed or implied by University regarding the condition, quality or fitness for any purpose of the Assets. IDC irrevocably and unconditionally waives any claim IDC may have against the University due to any deficiency or lack of conformity of the Assets or any unit or part thereof. (iv) IDC assumes all responsibility for and risk (other than title and lien risk) related to the Assets as of the Commencement Date. (v) University shall not be responsible for maintaining, repairing or replacing the Assets at any time prior to or following the mutual execution and delivery of this Sublease, University agreeing only to refrain from intentionally damaging the Assets. All risk of damage to or deterioration of the Assets prior to or after the Commencement Date shall be borne by IDC. (vi) To the fullest extent permitted by law, IDC hereby irrevocably and unconditionally to defend, indemnify, indemnify and hold Sublandlord, its successors and assigns harmless University from and against for any and all claimsdamages, costs, losses, damages, judgments and claims or expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim of every kind and character, whether based on (without limitation) contract, strict liability, statutory liability or any other theory under contract, at law or in equity, and where arising from or incident Sublandlord incurs relating to the Assets on and following the Commencement Date but excluding claims related to title to the Assets use or liens on the Assets. (vii) UNDER NO CIRCUMSTANCES WILL UNIVERSITY BE LIABLE TO IDC FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE TRANSFER OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. All of IDC’s personal property of any kind or description, including without limitation, the Assets, shall be at IDC’s sole risk. University shall not be liable for any damage done to or loss of such personal property, injury to person or damage or loss suffered by the business or occupation of IDC arising from any acts or neglect of co-tenants or other occupants removal of the Building, Furniture or of any other persons. c. The Assets shall be removed by IDC as of Subtenant’s failure to remove the end of the Term, except as may be otherwise agreed to by Master Landlord and University, and any damage caused by such removal shall be repaired by IDC. However, the Labconco Fume Hood(s), and any other Assets that are required by the terms of the Master Lease to be left in the Premises as of the end of the term of the Master Lease, shall not be removed by IDC Furniture at the end of the Term and, as Sublease Term. Subtenant agrees to remove and dispose the sixteen (16) orange Xxxxxx Xxxxxx work stations in the Southeast portion of the end Premises in exchange of the Term, the same shall be surrendered by IDC with the Sublease Premises and at such time shall become the property a rent abatement of Master Landlord. University agrees that if Master Landlord requires the Labconco Fume Hood(sone thousand six hundred dollars ($1,600.00) to be removed as of applied to the end of the term of the Master Lease, such removal shall be performed by University at its cost. However, if IDC remains in the Sublease Premises past the expiration of the Term, then IDC agrees to be solely responsible for any removal obligations related to all of the Assets, including without limitation the Labconco Fume Hood(s)second month Rent payment.

Furniture and Equipment. a. IDC desires to acquire ownership from University of the furnishings, equipment and fixtures of University that are located upon and within the Sublease Premises at the commencement of the Term (except the furniture and equipment located in Lab 1) as listed on the attached Exhibit C (the “Assets”). Accordingly, effective as of the Commencement Date, in consideration of $1 and other good and valuable consideration, University agrees to convey to IDC, and IDC agrees to obtain and accept from University, the Assets. The parties acknowledge that the Assets are currently located in the Sublease Premises. The Assets shall be transferred to IDC according to the following terms and conditions: (i) University In consideration of the obligations of Tenant under this Sublease, Landlord leases to Tenant (1) the items of furniture and IDC shall execute a Xxxx of Sale furnishings described and/or identified on Exhibit B annexed hereto and (2) the LAN Room Equipment (as defined below) (collectively, the "Furniture and Equipment") for so long as the Sublease is in effect. Tenant agrees to accept the form set forth Furniture and Equipment on the attached Exhibit DSublease Commencement Date "as is, where is, with all faults", and without representation or warranty of any kind, nature or description relative to the same, including representations concerning merchantability, fitness or fitness for a particular purpose, all of which Xxxx of Sale will transfer are hereby expressly disclaimed by Landlord and waived by Tenant. During the riskTerm, possession Tenant shall (x) insure the Furniture and full ownership Equipment against loss or damage by fire or other casualty (and all of the Assets from University provisions of this Sublease applicable to IDC effective insurance required to be carried by Tenant shall be applicable thereto) and (y) maintain the Furniture and Equipment in at least as of the Commencement Dategood a condition and working order as when delivered to Tenant, subject to reasonable wear and tear and damage by fire or other casualty. The parties Upon request by Landlord no more than one (1) time during any calendar year, Tenant shall mutually execute and deliver the Xxxx of Sale to Landlord within five (5) days Business Days of such request, evidence that Tenant is maintaining the insurance coverage with regard to the Furniture and Equipment as required pursuant to this Section. Upon the expiration of the Tem', and provided Tenant is not in default under this Sublease, or at Landlord's option following a termination of this Sublease, Landlord shall be deemed to have transferred, conveyed and delivered to Tenant all of the Commencement DateFurniture and Equipment then in the Premises in then "as is, where is condition, with all faults", and without representation or warranty of any kind, nature or description relative to the same, including representations concerning merchantability, fitness or fitness for a particular purpose (and Tenant shall be obligated to remove from the Premises all such Furniture and Equipment pursuant to Section 5.2). Landlord and Tenant hereby agree that little or no value will be attributable to the Furniture and Equipment at the time of the transfer of the Furniture and Equipment to Tenant and that no part of the Fixed Rent payable by Tenant hereunder will be attributable to the transfer of the Furniture and Equipment by Landlord to Tenant upon the expiration of the Tenn. Notwithstanding the foregoing, if sales tax is due to the City or State of New York in connection with the transfer of the Furniture and Equipment to Tenant pursuant to this Sublease ( "Sales Tax"), Tenant hereby agrees to pay as and when due such amounts and Tenant further agrees to save, defend, indemnify and hold Landlord harmless from any obligation for any Sales Tax which may now or hereafter be imposed upon Landlord or Tenant in connection with such transfer of the Furniture and Equipment, including interest and penalties thereon, and any loss, liability, cost or expense that Landlord may incur by reason of Tenant's failure to pay the Sales Tax in a timely manner. The provisions of the preceding sentence shall survive the expiration or earlier termination of this Sublease. Landlord covenants that immediately prior to the transfer of the Furniture and Equipment to Tenant, Landlord shall own the Furniture and Equipment free of any liens or encumbrances of any kind, subject to Tenant's rights set forth in this Section. (ii) University warrants that it has good As used herein, "LAN Room Equipment" shall mean the two (2) supplemental heating, ventilation and marketable title to air-conditioning units and the Assets, free and clear of any liens and encumbrances. EXCEPT FOR THE FOREGOING SENTENCE, NO REPRESENTATION OR WARRANTY OF ANY KIND IS GIVEN REGARDING THE ASSETS OR THEIR CONDITION, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHER WARRANTY OF QUALITY, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIEDuninterrupted power supply unit currently located in the LAN Room. (iii) IDC Notwithstanding Section 5.1(b)(i), if this Sublease is terminated as a result of a default by Tenant, then Landlord shall take the Assets AS IS, WHERE IS, WITH ALL DEFECTS. IDC has inspected the Assets to IDC’s satisfaction and confirms that no guarantees or warranties were expressed or implied by University regarding the condition, quality or fitness for any purpose retain ownership of the Assets. IDC irrevocably Furniture and unconditionally waives any claim IDC may Equipment (unless Landlord elects to have against transferred the University due Furniture and Equipment to any deficiency Tenant as provided in Section 5.1(b)(i)) and Tenant shall surrender the Furniture and Equipment to Landlord in at least as good a condition and working order as when delivered to Tenant, subject to reasonable wear and tear and damage by fire or lack of conformity of the Assets or any unit or part thereofother casualty. (iv) IDC assumes all responsibility for and risk (other than title and lien risk) related Notwithstanding anything herein to the Assets as contrary, if, in Tenant's discretion, any Furniture and Equipment is beyond its useful life, needs to be replaced, or is no longer necessary in the Premises, then Tenant may discard, sell, or dispose of the Commencement Date. (v) University such Furniture and Equipment and Landlord shall not be responsible receive any compensation for maintainingsuch Furniture and Equipment removed from the Premises provided, repairing or replacing however, from the Assets at any time prior to or following the mutual execution and delivery of this Sublease, University agreeing only to refrain from intentionally damaging the Assets. All risk of damage to or deterioration of the Assets prior to or after the Sublease Commencement Date until February 28, 2013, Tenant shall be borne by IDC. (vi) To the fullest extent permitted by law, IDC hereby irrevocably replace such removed Furniture and unconditionally Equipment as necessary to defend, indemnify, and hold harmless University from and against any and all claims, costs, losses, damages, judgments and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim of every kind and character, whether based on (without limitation) contract, strict liability, statutory liability or any other theory under contract, at law or in equity, and where arising from or incident to the Assets on and following the Commencement Date but excluding claims related to title to the Assets or liens on the Assets. (vii) UNDER NO CIRCUMSTANCES WILL UNIVERSITY BE LIABLE TO IDC FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE TRANSFER OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. All of IDC’s personal property of any kind or description, including without limitation, the Assets, shall be at IDC’s sole risk. University shall not be liable for any damage done to or loss of such personal property, injury to person or damage or loss suffered by the business or occupation of IDC arising from any acts or neglect of co-tenants or other occupants of the Building, or of any other persons. c. The Assets shall be removed by IDC as of the end of the Term, except as may be otherwise agreed to by Master Landlord and University, and any damage caused by such removal shall be repaired by IDC. However, the Labconco Fume Hood(s), and any other Assets that are required by the terms of the Master Lease to be left in maintain the Premises in a furnished condition reasonably necessary for Tenant's business operation in Tenant's reasonable opinion, with furniture and equipment of a quality at least as of high as the end of the term of the Master LeaseFurniture and Equipment delivered by Landlord to Tenant, shall not be removed by IDC at the end of the Term and, as of the end of the Term, the same shall be surrendered by IDC with the Sublease Premises subject to reasonable wear and at such time shall become the property of Master Landlord. University agrees that if Master Landlord requires the Labconco Fume Hood(s) to be removed as of the end of the term of the Master Lease, such removal shall be performed by University at its cost. However, if IDC remains in the Sublease Premises past the expiration of the Term, then IDC agrees to be solely responsible for any removal obligations related to all of the Assets, including without limitation the Labconco Fume Hood(s)tear.

Furniture and Equipment. a. IDC desires to acquire ownership from University of the furnishings, equipment and fixtures of University that are located upon and within the Sublease Premises at the commencement of the Term (except the furniture and equipment located in Lab 1a) as listed on the attached Exhibit C (the “Assets”). Accordingly, effective as As of the Commencement Date, Subtenant agrees to acquire and Sublandlord agrees to convey, in consideration of $1 Subtenant's entering into this Sublease, those items of furniture, equipment and other good and valuable consideration, University agrees to convey to IDC, and IDC agrees to obtain and accept from University, the Assets. The parties acknowledge that the Assets are currently personal property located in the Sublease Premises. The Assets shall be transferred to IDC according Subleased Space that are described on Exhibit C annexed hereto to the following terms extent same is located in the Subleased Space on the Commencement Date except that the cubes will be left in their current configuration and conditions: condition less normal wear and tear (i) University and IDC the "Personal Property"). Sublandlord shall execute and deliver to Subtenant upon the Commencement Date, a Xxxx bill of Sale sale in the form set forth on the of Exhibit "C" attached Exhibit D, which Xxxx of Sale will transfer the risk, possession hereto and full ownership of the Assets from University to IDC effective as of the Commencement Dateincorporxxxx herein. The parties shall mutually execute and deliver the Xxxx of Sale within five (5) days following the Commencement Date. (ii) University warrants that it has good and marketable title to the Assets, free and clear of any liens and encumbrances. EXCEPT FOR THE FOREGOING SENTENCE, NO REPRESENTATION OR WARRANTY OF ANY KIND IS GIVEN REGARDING THE ASSETS OR THEIR CONDITION, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHER WARRANTY OF QUALITY, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. (iii) IDC shall take the Assets AS IS, WHERE IS, WITH ALL DEFECTS. IDC has inspected the Assets to IDC’s satisfaction and confirms that no guarantees or warranties were expressed or implied by University regarding the condition, quality or fitness for any purpose of the Assets. IDC irrevocably and unconditionally waives any claim IDC may have against the University due to any deficiency or lack of conformity of the Assets or any unit or part thereof. (iv) IDC assumes all responsibility for and risk (other than title and lien risk) related to the Assets Personal Property will be delivered in its "as is" condition as of the Commencement Date. (vb) University shall not Subtenant represents that it has made or caused to be responsible made a thorough examination and inspection of the Personal Property and is familiar with the condition of every part thereof, except that Landlord warrants that Landlord has good title to the Personal Property free of any liens or claims of any third party as of the Commencement Date. Subtenant agrees that, except for maintainingthe Sublandlord's warranty in the preceding sentence, repairing Subtenant is acquiring title to the Personal Property without any representations or replacing warranties, express or implied, by Sublandlord, its agents, representatives, employees, servants, or any other person as to the Assets at any time prior condition of the Personal Property, and Subtenant agrees to or following accept the mutual execution and delivery Personal Property in its "as is" condition as of the date of this Sublease, University agreeing only subject to refrain from intentionally damaging the Assetsordinary wear and tear. All risk of damage Sublandlord shall have no obligation to or deterioration of the Assets prior to or after the Commencement Date shall be borne by IDC. (vi) To the fullest extent permitted by law, IDC hereby irrevocably and unconditionally to defend, indemnify, and hold harmless University from and against perform any and all claims, costs, losses, damages, judgments and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim of every kind and character, whether based on (without limitation) contract, strict liability, statutory liability or any other theory under contract, at law or in equity, and where arising from or incident work to the Assets on and following the Commencement Date but excluding claims related to title to the Assets or liens on the AssetsPersonal Property. (vii) UNDER NO CIRCUMSTANCES WILL UNIVERSITY BE LIABLE TO IDC FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE TRANSFER OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. All of IDC’s personal property of any kind or description, including without limitation, the Assets, shall be at IDC’s sole risk. University shall not be liable for any damage done to or loss of such personal property, injury to person or damage or loss suffered by the business or occupation of IDC arising from any acts or neglect of co-tenants or other occupants of the Building, or of any other persons. c. The Assets shall be removed by IDC as of the end of the Term, except as may be otherwise agreed to by Master Landlord and University, and any damage caused by such removal shall be repaired by IDC. However, the Labconco Fume Hood(s), and any other Assets that are required by the terms of the Master Lease to be left in the Premises as of the end of the term of the Master Lease, shall not be removed by IDC at the end of the Term and, as of the end of the Term, the same shall be surrendered by IDC with the Sublease Premises and at such time shall become the property of Master Landlord. University agrees that if Master Landlord requires the Labconco Fume Hood(s) to be removed as of the end of the term of the Master Lease, such removal shall be performed by University at its cost. However, if IDC remains in the Sublease Premises past the expiration of the Term, then IDC agrees to be solely responsible for any removal obligations related to all of the Assets, including without limitation the Labconco Fume Hood(s).

Furniture and Equipment. a. IDC desires to acquire ownership from University of the furnishings, equipment and fixtures of University that are located upon and within the Sublease Premises at the commencement of the Term (except the furniture and equipment located in Lab 1) as listed on the attached Exhibit C (the “Assets”). Accordingly, effective as of the Commencement Date, in consideration of $1 and other good and valuable consideration, University agrees to convey to IDC, and IDC agrees to obtain and accept from University, the Assets. The parties acknowledge that the Assets are currently located in the Sublease Premises. The Assets shall be transferred to IDC according to the following terms and conditions: (i) University In consideration of the obligations of Tenant under this Sublease, Landlord leases to Tenant (1) the items of furniture and IDC shall execute a Xxxx of Sale furnishings described and/or identified on Exhibit B annexed hereto and (2) the LAN Room Equipment (as defined below) (collectively, the "Furniture and Equipment") for so long as the Sublease is in effect. Tenant agrees to accept the form set forth Furniture and Equipment on the attached Exhibit DSublease Commencement Date "as is, where is, with all faults", and without representation or warranty of any kind, nature or description relative to the same, including representations concerning merchantability, fitness or fitness for a particular purpose, all of which Xxxx of Sale will transfer are hereby expressly disclaimed by Landlord and waived by Tenant. During the riskTerm, possession Tenant shall (x) insure the Furniture and full ownership Equipment against loss or damage by fire or other casualty (and all of the Assets from University provisions of this Sublease applicable to IDC effective insurance required to be carried by Tenant shall be applicable thereto) and (y) maintain the Furniture and Equipment in at least as of the Commencement Dategood a condition and working order as when delivered to Tenant, subject to reasonable wear and tear and damage by fire or other casualty. The parties Upon request by Landlord no more than one (1) time during any calendar year, Tenant shall mutually execute and deliver the Xxxx of Sale to Landlord within five (5) days Business Days of such request, evidence that Tenant is maintaining the insurance coverage with regard to the Furniture and Equipment as required pursuant to this Section. Upon the expiration of the Tem', and provided Tenant is not in default under this Sublease, or at Landlord's option following a termination of this Sublease, Landlord shall be deemed to have transferred, conveyed and delivered to Tenant all of the Commencement DateFurniture and Equipment then in the Premises in then "as is, where is condition, with all faults", and without representation or warranty of any kind, nature or description relative to the same, including representations concerning merchantability, fitness or fitness for a particular purpose (and Tenant shall be obligated to remove from the Premises all such Furniture and Equipment pursuant to Section 5.2). Landlord and Tenant hereby agree that little or no value will be attributable to the Furniture and Equipment at the time of the transfer of the Furniture and Equipment to Tenant and that no part of the Fixed Rent payable by Tenant hereunder will be attributable to the transfer of the Furniture and Equipment by Landlord to Tenant upon the expiration of the Tenn. Notwithstanding the foregoing, if sales tax is due to the City or State of New York in connection with the transfer of the Furniture and Equipment to Tenant pursuant to this Sublease ( "Sales Tax"), Tenant hereby agrees to pay as and when due such amounts and Tenant further agrees to save, defend, indemnify and hold Landlord harmless from any obligation for any Sales Tax which may now or hereafter be imposed upon Landlord or Tenant in connection with such transfer of the Furniture and Equipment, including interest and penalties thereon, and any loss, liability, cost or expense that Landlord may incur by reason of Tenant's failure to pay the Sales Tax in a timely manner. The provisions of the preceding sentence shall survive the expiration or earlier termination of this Sublease. Landlord covenants that immediately prior to the transfer of the Furniture and Equipment to Tenant, Landlord shall own the Furniture and Equipment free of any liens or encumbrances of any kind, subject to Tenant's rights set forth in this Section. (ii) University warrants that it has good As used herein, "LAN Room Equipment" shall mean the two (2) supplemental heating, ventilation and marketable title to air-conditioning units and the Assets, free and clear of any liens and encumbrances. EXCEPT FOR THE FOREGOING SENTENCE, NO REPRESENTATION OR WARRANTY OF ANY KIND IS GIVEN REGARDING THE ASSETS OR THEIR CONDITION, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHER WARRANTY OF QUALITY, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. (iii) IDC shall take the Assets AS IS, WHERE IS, WITH ALL DEFECTS. IDC has inspected the Assets to IDC’s satisfaction and confirms that no guarantees or warranties were expressed or implied by University regarding the condition, quality or fitness for any purpose of the Assets. IDC irrevocably and unconditionally waives any claim IDC may have against the University due to any deficiency or lack of conformity of the Assets or any uninterrupted power supply unit or part thereof. (iv) IDC assumes all responsibility for and risk (other than title and lien risk) related to the Assets as of the Commencement Date. (v) University shall not be responsible for maintaining, repairing or replacing the Assets at any time prior to or following the mutual execution and delivery of this Sublease, University agreeing only to refrain from intentionally damaging the Assets. All risk of damage to or deterioration of the Assets prior to or after the Commencement Date shall be borne by IDC. (vi) To the fullest extent permitted by law, IDC hereby irrevocably and unconditionally to defend, indemnify, and hold harmless University from and against any and all claims, costs, losses, damages, judgments and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim of every kind and character, whether based on (without limitation) contract, strict liability, statutory liability or any other theory under contract, at law or in equity, and where arising from or incident to the Assets on and following the Commencement Date but excluding claims related to title to the Assets or liens on the Assets. (vii) UNDER NO CIRCUMSTANCES WILL UNIVERSITY BE LIABLE TO IDC FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE TRANSFER OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. All of IDC’s personal property of any kind or description, including without limitation, the Assets, shall be at IDC’s sole risk. University shall not be liable for any damage done to or loss of such personal property, injury to person or damage or loss suffered by the business or occupation of IDC arising from any acts or neglect of co-tenants or other occupants of the Building, or of any other persons. c. The Assets shall be removed by IDC as of the end of the Term, except as may be otherwise agreed to by Master Landlord and University, and any damage caused by such removal shall be repaired by IDC. However, the Labconco Fume Hood(s), and any other Assets that are required by the terms of the Master Lease to be left currently located in the Premises as of the end of the term of the Master Lease, shall not be removed by IDC at the end of the Term and, as of the end of the Term, the same shall be surrendered by IDC with the Sublease Premises and at such time shall become the property of Master Landlord. University agrees that if Master Landlord requires the Labconco Fume Hood(s) to be removed as of the end of the term of the Master Lease, such removal shall be performed by University at its cost. However, if IDC remains in the Sublease Premises past the expiration of the Term, then IDC agrees to be solely responsible for any removal obligations related to all of the Assets, including without limitation the Labconco Fume Hood(s)LAN Room.

Furniture and Equipment. a. IDC desires to acquire ownership from University of (a) During the furnishings, equipment and fixtures of University that are located upon and within the Sublease Premises at the commencement of the Term (except the furniture and equipment located in Lab 1) as listed on the attached Exhibit C (the “Assets”). Accordingly, effective as of the Commencement Date, in consideration of $1 and other good and valuable consideration, University agrees to convey to IDC, and IDC agrees to obtain and accept from University, the Assets. The parties acknowledge that the Assets are currently located in the Sublease Premises. The Assets shall be transferred to IDC according to the following terms and conditions: (i) University and IDC shall execute a Xxxx of Sale in the form set forth on the attached Exhibit D, which Xxxx of Sale will transfer the risk, possession and full ownership of the Assets from University to IDC effective as of the Commencement Date. The parties shall mutually execute and deliver the Xxxx of Sale within five (5) days following the Commencement Date. (ii) University warrants that it has good and marketable title to the Assets, free and clear of any liens and encumbrances. EXCEPT FOR THE FOREGOING SENTENCE, NO REPRESENTATION OR WARRANTY OF ANY KIND IS GIVEN REGARDING THE ASSETS OR THEIR CONDITION, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHER WARRANTY OF QUALITY, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. (iii) IDC shall take the Assets AS IS, WHERE IS, WITH ALL DEFECTS. IDC has inspected the Assets to IDC’s satisfaction and confirms that no guarantees or warranties were expressed or implied by University regarding the condition, quality or fitness for any purpose of the Assets. IDC irrevocably and unconditionally waives any claim IDC may have against the University due to any deficiency or lack of conformity of the Assets or any unit or part thereof. (iv) IDC assumes all responsibility for and risk (other than title and lien risk) related to the Assets as of the Commencement Date. (v) University shall not be responsible for maintaining, repairing or replacing the Assets at any time prior to or following the mutual execution and delivery term of this Sublease, University agreeing only Subtenant shall have the right to refrain use the modular work stations, furniture and equipment identified on Exhibit C hereto (“Furniture and Equipment”). Subtenant shall accept such Furniture and Equipment in its “as-is” condition without any representation or warranty by Sublandlord. Subtenant’s insurance as required under this Sublease shall include an all risk property insurance policy for the Furniture and Equipment for its full replacement value, and Subtenant shall maintain the Furniture and Equipment in good condition during the term hereof. At the expiration or earlier termination of this Sublease, Subtenant shall, at Sublandlord’s option (i) return the Furniture and Equipment to Sublandlord in the same condition received, ordinary wear and tear excepted, or (ii) remove the Furniture and Equipment from intentionally damaging the Assets. All risk of damage Sublease Premises, in which case Sublandlord shall transfer title thereto to or deterioration of the Assets prior to or after the Commencement Date shall be borne by IDCSubtenant. (vib) To Subtenant shall purchase furniture, office equipment and laboratory equipment identified on Exhibit D hereto (“Purchased Furniture, Equipment and Supplies”) at a total cost of Two Hundred Nineteen Thousand Nine Hundred Forty and No/100 Dollars ($219,940.00). Subtenant shall pay Seven Thousand Three Hundred Thirty One and 36/100 Dollars ($7,331.36) per month (each an “Equipment Payment”) to Sublandlord until full payment for the fullest extent permitted Purchased Furniture, Equipment and Supplies is made to Sublandlord. Subtenant shall accept such Furniture, Equipment and Supplies in its “as-is” condition without any representation or warranty by law, IDC hereby irrevocably Sublandlord. Subtenant’s insurance as required under this Sublease shall include an all risk property insurance policy for the Furniture and unconditionally to defend, indemnifyEquipment for its full replacement value, and hold harmless University from Subtenant shall maintain the Furniture and against any and all claims, costs, losses, damages, judgments and expenses (including without limitation reasonable attorneys’ fees) arising out of or Equipment in connection with any claim of every kind and character, whether based on (without limitation) contract, strict liability, statutory liability or any other theory under contract, at law or in equity, and where arising from or incident to good condition during the Assets on and following the Commencement Date but excluding claims related to term hereof. Sublandlord shall transfer title to the Assets or liens on the Assets. (vii) UNDER NO CIRCUMSTANCES WILL UNIVERSITY BE LIABLE TO IDC FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE TRANSFER OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. All of IDC’s personal property of any kind or description, including without limitation, the Assets, shall be at IDC’s sole risk. University shall not be liable for any damage done Furniture and Equipment to or loss of such personal property, injury to person or damage or loss suffered by the business or occupation of IDC arising from any acts or neglect of co-tenants or other occupants Subtenant upon receipt of the Buildingfull amount of the Furniture and Equipment Cost. If at the expiration or earlier termination of this Sublease, Subtenant has not paid to Sublandlord the entire amount of the Furniture and Equipment Cost, Subtenant shall at Sublandlord’s option (i) return the Furniture and Equipment to Sublandlord in the same condition received, ordinary wear and tear excepted, or of any other persons. c. The Assets shall be removed by IDC as of (ii) remove the end of the Term, except as may be otherwise agreed to by Master Landlord Furniture and University, and any damage caused by such removal shall be repaired by IDC. However, the Labconco Fume Hood(s), and any other Assets that are required by the terms of the Master Lease to be left in the Premises as of the end of the term of the Master Lease, shall not be removed by IDC at the end of the Term and, as of the end of the Term, the same shall be surrendered by IDC with Equipment from the Sublease Premises and at such time Premises, in which case Sublandlord shall become the property of Master Landlord. University agrees that if Master Landlord requires the Labconco Fume Hood(s) transfer title thereto to be removed as of the end of the term of the Master Lease, such removal shall be performed by University at its cost. However, if IDC remains in the Sublease Premises past the expiration of the Term, then IDC agrees to be solely responsible for any removal obligations related to all of the Assets, including without limitation the Labconco Fume Hood(s)Subtenant.

Furniture and Equipment. a. IDC desires The Receiver hereby grants to acquire ownership from University the Assuming Institution an option to purchase all Furniture and Equipment owned by the Failed Bank at Fair Market Value and located at any leased or owned Bank Premises (i) that the Assuming Institution does not elect to purchase pursuant to Section 4.6(a) or (ii) for which Assuming Institution does not elect to take assignment of its lease pursuant to Section 4.6(b); provided that, the furnishings, equipment Assuming Institution shall give the Receiver notice of its election to purchase such Furniture and fixtures of University that are located upon and within the Sublease Premises Equipment at the commencement time it gives notice of the Term (except the furniture and equipment located in Lab 1) as listed on the attached Exhibit C (the “Assets”). Accordingly, effective as of the Commencement Date, in consideration of $1 and other good and valuable consideration, University agrees its intention to convey to IDC, and IDC agrees to obtain and accept from University, the Assets. The parties acknowledge that the Assets are currently located in the Sublease surrender such Bank Premises. The Assets shall be transferred to IDC according to the following terms and conditions:. (i) University Option to Put Bank Premises and IDC shall execute a Xxxx of Sale in the form set forth on the attached Exhibit D, which Xxxx of Sale will transfer the risk, possession Related Fixtures and full ownership of the Assets from University to IDC effective as of the Commencement Date. The parties shall mutually execute and deliver the Xxxx of Sale within five (5) days following the Commencement Date.Furniture and (ii) University warrants If the Assuming Institution elects to require the Receiver to purchase any Bank Premises that it has good is owned, directly or indirectly, by an Acquired Subsidiary, the Assuming Institution shall also have the option, exercisable within the same ninety (90) day time period, to require the Receiver to purchase any Fixtures, any Furniture and marketable title to Equipment and any Specialty Assets that are owned, directly or indirectly, by an Acquired Subsidiary and are located on or at such Bank Premises and were utilized by the Assets, free and clear of any liens and encumbrancesFailed Bank for banking purposes. EXCEPT FOR THE FOREGOING SENTENCE, NO REPRESENTATION OR WARRANTY OF ANY KIND IS GIVEN REGARDING THE ASSETS OR THEIR CONDITION, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHER WARRANTY OF QUALITY, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIEDThe purchase price paid by the Receiver shall be the purchase price set forth on Schedule 3.2. (iii) IDC If the Assuming Institution elects to exercise its options under this Section 4.6(i), the Assuming Institution shall take pay to the Assets AS IS, WHERE IS, WITH ALL DEFECTS. IDC has inspected Receiver occupancy costs as described in Section 4.6(e) and shall surrender the Assets to IDC’s satisfaction and confirms that no guarantees or warranties were expressed or implied by University regarding the condition, quality or fitness for any purpose of the Assets. IDC irrevocably and unconditionally waives any claim IDC may have against the University due to any deficiency or lack of conformity of the Assets or any unit or part thereofBank Premises in accordance with Section 4.6(g)(i). (iv) IDC assumes all responsibility Regardless of whether the Assuming Institution exercises any of its options under this Section 4.6(i), the purchase price for the Acquired Subsidiary shall be adjusted by the difference between (A) the Market Value of the Bank Premises and risk the Fixtures (other than title Safe Deposit Boxes and lien riskautomated teller machines) related to and (B) their respective Book Value as reflected on the Assets as books and records of the Commencement Date. (v) University Acquired Subsidiary. Such adjustment shall not be responsible for maintaining, repairing or replacing the Assets at any time prior to or following the mutual execution and delivery made in accordance with Article VIII of this Sublease, University agreeing only to refrain from intentionally damaging the Assets. All risk of damage to or deterioration of the Assets prior to or after the Commencement Date shall be borne by IDCAgreement. (vi) To the fullest extent permitted by law, IDC hereby irrevocably and unconditionally to defend, indemnify, and hold harmless University from and against any and all claims, costs, losses, damages, judgments and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim of every kind and character, whether based on (without limitation) contract, strict liability, statutory liability or any other theory under contract, at law or in equity, and where arising from or incident to the Assets on and following the Commencement Date but excluding claims related to title to the Assets or liens on the Assets. (vii) UNDER NO CIRCUMSTANCES WILL UNIVERSITY BE LIABLE TO IDC FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE TRANSFER OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. All of IDC’s personal property of any kind or description, including without limitation, the Assets, shall be at IDC’s sole risk. University shall not be liable for any damage done to or loss of such personal property, injury to person or damage or loss suffered by the business or occupation of IDC arising from any acts or neglect of co-tenants or other occupants of the Building, or of any other persons. c. The Assets shall be removed by IDC as of the end of the Term, except as may be otherwise agreed to by Master Landlord and University, and any damage caused by such removal shall be repaired by IDC. However, the Labconco Fume Hood(s), and any other Assets that are required by the terms of the Master Lease to be left in the Premises as of the end of the term of the Master Lease, shall not be removed by IDC at the end of the Term and, as of the end of the Term, the same shall be surrendered by IDC with the Sublease Premises and at such time shall become the property of Master Landlord. University agrees that if Master Landlord requires the Labconco Fume Hood(s) to be removed as of the end of the term of the Master Lease, such removal shall be performed by University at its cost. However, if IDC remains in the Sublease Premises past the expiration of the Term, then IDC agrees to be solely responsible for any removal obligations related to all of the Assets, including without limitation the Labconco Fume Hood(s).

Furniture and Equipment. a. IDC desires Subject to acquire ownership from University Tenant not being in breach of this Lease, including without limitation timely payment of Rent, [ ]. Some of the furnishings, equipment and fixtures of University that are located upon and within the Sublease Premises at the commencement of the Term (except the furniture and equipment located in Lab 1) as listed Personal Property is shown on the Exhibit F attached Exhibit C (the “Assets”)hereto. Accordingly, effective as of the Commencement Date, in consideration of $1 and other good and valuable consideration, University agrees to convey to IDC, and IDC agrees to obtain and accept from University, the Assets. The parties acknowledge that the Assets are currently located in the Sublease Premises. The Assets shall be transferred to IDC according to the following terms and conditions: (i) University and IDC shall execute a Xxxx of Sale in the form set forth on the attached Exhibit D, which Xxxx of Sale will transfer the risk, possession and full ownership of the Assets from University to IDC effective as of the Commencement Date. The parties shall mutually execute and deliver the Xxxx of Sale within five (5) days following the Commencement Date. (ii) University warrants that it has good and marketable All title to the AssetsPremises Personal Property shall remain with Landlord, free and clear Tenant shall have no right to remove the Premises Personal Property from the Premises without Landlord’s prior written consent. Tenant shall maintain the Premises Personal Property in good working condition throughout the Term, ordinary wear and tear excepted. Landlord makes no express or implied representations or warranties whatsoever with respect to the Premises Personal Property, and Tenant accepts the Premises Personal Property in its “as is, where is” condition. Tenant hereby represents and warrants that Tenant or Tenant’s authorized representative(s) has, or have, examined and/or inspected the Premises Personal Property to ascertain its present condition, and Tenant hereby accepts the present physical condition of any liens and encumbrances. EXCEPT FOR THE FOREGOING SENTENCE, NO REPRESENTATION OR WARRANTY OF ANY KIND the Premises Personal Property “AS IS GIVEN REGARDING THE ASSETS OR THEIR CONDITION, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHER WARRANTY OF QUALITY, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. (iii) IDC shall take the Assets AS IS, - WHERE IS, WITH ALL DEFECTS”. IDC has inspected the Assets to IDC’s satisfaction and confirms that no guarantees or warranties were expressed or implied by University regarding the condition, quality or fitness for any purpose of the Assets. IDC irrevocably and unconditionally waives any claim IDC may have against the University due to any deficiency or lack of conformity of the Assets or any unit or part thereof. (iv) IDC assumes all responsibility for and risk (other than title and lien risk) related to the Assets as of the Commencement Date. (v) University Landlord shall not be responsible for maintaining, repairing or replacing the Assets at any time prior to or following the mutual execution and delivery of this Sublease, University agreeing only to refrain from intentionally damaging the Assets. All risk of damage to or deterioration of the Assets prior to or after the Commencement Date shall be borne by IDC. (vi) To the fullest extent permitted by law, IDC hereby irrevocably and unconditionally to defend, indemnify, and hold harmless University from and against any and all claims, costs, losses, damages, judgments and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim of every kind and character, whether based on (without limitation) contract, strict liability, statutory liability or any other theory under contract, at law or in equity, and where arising from or incident to the Assets on and following the Commencement Date but excluding claims related to title to the Assets or liens on the Assets. (vii) UNDER NO CIRCUMSTANCES WILL UNIVERSITY BE LIABLE TO IDC FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE TRANSFER OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. All of IDC’s personal property of any kind or description, including without limitation, the Assets, shall be at IDC’s sole risk. University shall not hereafter be liable for any damage done to losses sustained or loss damages arising out of such personal propertyTenant’s use, injury to person or damage or loss suffered by the business or occupation of IDC arising from any acts or neglect of co-tenants operation, maintenance, repair, or other occupants disposition of the BuildingPremises Personal Property, or for any action of Tenant in managing or using the Premises Personal Property. Tenant shall have no rights in or to the Premises Personal Property upon any other persons. c. The Assets default by Tenant under this Lease, in which case Landlord shall be removed by IDC as have the right to remove and dispose of the end of the Term, except as may be otherwise agreed to by Master Landlord Premises Personal Property in Landlord’s sole and University, and any damage caused by such removal absolute discretion. Tenant shall be repaired by IDC. However, the Labconco Fume Hood(s), and any other Assets that are required by the terms of the Master Lease to be left in surrender the Premises as of Personal Property to Landlord in good working condition on or prior to the end of the term of the Master LeaseSurrender Date, shall not be removed by IDC at the end of the Term and, as of the end of the Term, the same shall be surrendered by IDC with the Sublease Premises ordinary wear and at such time shall become the property of Master Landlordtear excepted. University agrees that if Master Landlord requires the Labconco Fume Hood(s) to be removed as of the end of the term of the Master Lease, such removal shall be performed by University at its cost. However, if IDC remains in the Sublease Premises past the expiration of the Term, then IDC agrees to be solely responsible for any removal obligations related to all of the Assets, including without limitation the Labconco Fume Hood(s).[ ]

Furniture and Equipment. a. IDC desires to acquire ownership from University of (a) During the furnishings, equipment and fixtures of University that are located upon and within the Sublease Premises at the commencement of the Term (except the furniture and equipment located in Lab 1) as listed on the attached Exhibit C (the “Assets”). Accordingly, effective as of the Commencement Date, in consideration of $1 and other good and valuable consideration, University agrees to convey to IDC, and IDC agrees to obtain and accept from University, the Assets. The parties acknowledge that the Assets are currently located in the Sublease Premises. The Assets shall be transferred to IDC according to the following terms and conditions: (i) University and IDC shall execute a Xxxx of Sale in the form set forth on the attached Exhibit D, which Xxxx of Sale will transfer the risk, possession and full ownership of the Assets from University to IDC effective as of the Commencement Date. The parties shall mutually execute and deliver the Xxxx of Sale within five (5) days following the Commencement Date. (ii) University warrants that it has good and marketable title to the Assets, free and clear of any liens and encumbrances. EXCEPT FOR THE FOREGOING SENTENCE, NO REPRESENTATION OR WARRANTY OF ANY KIND IS GIVEN REGARDING THE ASSETS OR THEIR CONDITION, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHER WARRANTY OF QUALITY, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. (iii) IDC shall take the Assets AS IS, WHERE IS, WITH ALL DEFECTS. IDC has inspected the Assets to IDC’s satisfaction and confirms that no guarantees or warranties were expressed or implied by University regarding the condition, quality or fitness for any purpose of the Assets. IDC irrevocably and unconditionally waives any claim IDC may have against the University due to any deficiency or lack of conformity of the Assets or any unit or part thereof. (iv) IDC assumes all responsibility for and risk (other than title and lien risk) related to the Assets as of the Commencement Date. (v) University shall not be responsible for maintaining, repairing or replacing the Assets at any time prior to or following the mutual execution and delivery term of this Sublease, University agreeing only Subtenant shall have the right to refrain use the modular work stations, furniture and equipment identified on Exhibit C hereto (“Furniture and Equipment”). Subtenant shall accept such Furniture and Equipment in its “AS-IS” condition without any representation or warranty by Sublandlord. Subtenant’s insurance as required under this Sublease shall include an all risk property insurance policy for the Furniture and Equipment for its full replacement value, and Subtenant shall maintain the Furniture and Equipment in good condition during the term hereof. At the expiration or earlier termination of this Sublease, Subtenant shall, at Sublandlord’s option (i) return the Furniture and Equipment to Sublandlord in the same condition received, ordinary wear and tear excepted, or (ii) remove the Furniture and Equipment from intentionally damaging the Assets. All risk of damage Sublease Premises, in which case Sublandlord shall transfer title thereto to or deterioration of the Assets prior to or after the Commencement Date shall be borne by IDCSubtenant. (vib) To Subtenant shall purchase furniture, office equipment and laboratory equipment identified on Exhibit D hereto (“Purchased Furniture, Equipment and Supplies”) at a total cost of Two Hundred Nineteen Thousand Nine Hundred Forty and No/100 Dollars ($219,940.00). Subtenant shall pay Seven Thousand Three Hundred Thirty One and 36/100 Dollars ($7,331.36) per month (each an “Equipment Payment”) to Sublandlord until full payment for the fullest extent permitted Purchased Furniture, Equipment and Supplies is made to Sublandlord. Subtenant shall accept such Furniture, Equipment and Supplies in its “AS-IS” condition without any representation or warranty by law, IDC hereby irrevocably Sublandlord. Subtenant’s insurance as required under this Sublease shall include an all risk property insurance policy for the Furniture and unconditionally to defend, indemnifyEquipment for its full replacement value, and hold harmless University from Subtenant shall maintain the Furniture and against any and all claims, costs, losses, damages, judgments and expenses (including without limitation reasonable attorneys’ fees) arising out of or Equipment in connection with any claim of every kind and character, whether based on (without limitation) contract, strict liability, statutory liability or any other theory under contract, at law or in equity, and where arising from or incident to good condition during the Assets on and following the Commencement Date but excluding claims related to term hereof. Sublandlord shall transfer title to the Assets or liens on the Assets. (vii) UNDER NO CIRCUMSTANCES WILL UNIVERSITY BE LIABLE TO IDC FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE TRANSFER OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. All of IDC’s personal property of any kind or description, including without limitation, the Assets, shall be at IDC’s sole risk. University shall not be liable for any damage done Furniture and Equipment to or loss of such personal property, injury to person or damage or loss suffered by the business or occupation of IDC arising from any acts or neglect of co-tenants or other occupants Subtenant upon receipt of the Buildingfull amount of the Furniture and Equipment Cost. If at the expiration or earlier termination of this Sublease, Subtenant has not paid to Sublandlord the entire amount of the Furniture and Equipment Cost, Subtenant shall at Sublandlord’s option (i) return the Furniture and Equipment to Sublandlord in the same condition received, ordinary wear and tear excepted, or of any other persons. c. The Assets shall be removed by IDC as of (ii) remove the end of the Term, except as may be otherwise agreed to by Master Landlord Furniture and University, and any damage caused by such removal shall be repaired by IDC. However, the Labconco Fume Hood(s), and any other Assets that are required by the terms of the Master Lease to be left in the Premises as of the end of the term of the Master Lease, shall not be removed by IDC at the end of the Term and, as of the end of the Term, the same shall be surrendered by IDC with Equipment from the Sublease Premises and at such time Premises, in which case Sublandlord shall become the property of Master Landlord. University agrees that if Master Landlord requires the Labconco Fume Hood(s) transfer title thereto to be removed as of the end of the term of the Master Lease, such removal shall be performed by University at its cost. However, if IDC remains in the Sublease Premises past the expiration of the Term, then IDC agrees to be solely responsible for any removal obligations related to all of the Assets, including without limitation the Labconco Fume Hood(s)Subtenant.

Furniture and Equipment. a. IDC desires During the term of this Sublease, Subtenant shall have the exclusive right to acquire ownership from University of use the furnishingsmodular work stations, equipment and fixtures of University that are located upon and within the Sublease Premises at the commencement of the Term (except the furniture and equipment located in Lab 1) as listed identified on the attached Exhibit C hereto (the “AssetsFurniture and Equipment”). AccordinglySubtenant shall accept such Furniture and Equipment in its “as-is” condition without any representation or warranty by Sublandlord. Subtenant’s insurance as required under this Sublease shall include an all risk property insurance policy for the Furniture and Equipment for its full replacement value, effective and Subtenant shall maintain the Furniture and Equipment during the term hereof in at least the same condition it was in as of the Commencement Date, normal wear and tear excepted. Provided Subtenant has not terminated this Sublease as provided in consideration Section 4 above, Subtenant shall purchase the Furniture and Equipment at a total cost of Seventy-One Thousand Nine Hundred Ninety-Five Dollars ($1 71,995.00) (including tax). Commencing August 1, 2008, Subtenant shall pay Two Thousand Five Hundred Seventy-One and other good 26/100 Dollars ($2,571.26) per month (each an “Equipment Payment”) to Sublandlord until full payment for the Furniture and valuable consideration, University agrees Equipment is made to convey to IDC, and IDC agrees to obtain and accept from University, the AssetsSublandlord. The parties acknowledge that the Assets are currently located in the Sublease Premises. The Assets Sublandlord shall be transferred to IDC according transfer title to the following terms Furniture and conditions: (i) University and IDC shall execute Equipment to Subtenant upon receipt of the full amount of the Equipment Cost pursuant to a written Xxxx of Sale in a form reasonably acceptable to Subtenant. If at the form set forth on the attached Exhibit D, which Xxxx of Sale will transfer the risk, possession and full ownership of the Assets from University to IDC effective as of the Commencement Date. The parties shall mutually execute and deliver the Xxxx of Sale within five (5) days following the Commencement Date. (ii) University warrants that it has good and marketable title to the Assets, free and clear of any liens and encumbrances. EXCEPT FOR THE FOREGOING SENTENCE, NO REPRESENTATION OR WARRANTY OF ANY KIND IS GIVEN REGARDING THE ASSETS OR THEIR CONDITION, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR PURPOSE, OR OTHER WARRANTY OF QUALITY, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. (iii) IDC shall take the Assets AS IS, WHERE IS, WITH ALL DEFECTS. IDC has inspected the Assets to IDC’s satisfaction and confirms that no guarantees expiration or warranties were expressed or implied by University regarding the condition, quality or fitness for any purpose of the Assets. IDC irrevocably and unconditionally waives any claim IDC may have against the University due to any deficiency or lack of conformity of the Assets or any unit or part thereof. (iv) IDC assumes all responsibility for and risk (other than title and lien risk) related to the Assets as of the Commencement Date. (v) University shall not be responsible for maintaining, repairing or replacing the Assets at any time prior to or following the mutual execution and delivery earlier termination of this Sublease, University agreeing only Subtenant has not paid to refrain from intentionally damaging Sublandlord the Assets. All risk of damage to or deterioration entire amount of the Assets prior Furniture and Equipment Cost, Subtenant shall at Subtenant’s option (i) return the Furniture and Equipment to Sublandlord in the same condition received, ordinary wear and tear excepted, or after (ii) pay Sublandlord the Commencement Date shall be borne by IDC. (vi) To the fullest extent permitted by law, IDC hereby irrevocably and unconditionally to defend, indemnify, and hold harmless University from and against any and all claims, costs, losses, damages, judgments and expenses (including without limitation reasonable attorneys’ fees) arising out of or in connection with any claim of every kind and character, whether based on (without limitation) contract, strict liability, statutory liability or any other theory under contract, at law or in equity, and where arising from or incident to the Assets on and following the Commencement Date but excluding claims related to title to the Assets or liens on the Assets. (vii) UNDER NO CIRCUMSTANCES WILL UNIVERSITY BE LIABLE TO IDC FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THE TRANSFER OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. All of IDC’s personal property of any kind or description, including without limitation, the Assets, shall be at IDC’s sole risk. University shall not be liable for any damage done to or loss of such personal property, injury to person or damage or loss suffered by the business or occupation of IDC arising from any acts or neglect of co-tenants or other occupants remainder of the Building, or of any other persons. c. The Assets shall be removed by IDC as of Equipment Payment and remove the end of the Term, except as may be otherwise agreed to by Master Landlord Furniture and University, and any damage caused by such removal shall be repaired by IDC. However, the Labconco Fume Hood(s), and any other Assets that are required by the terms of the Master Lease to be left in the Premises as of the end of the term of the Master Lease, shall not be removed by IDC at the end of the Term and, as of the end of the Term, the same shall be surrendered by IDC with Equipment from the Sublease Premises and at such time Premises, in which case Sublandlord shall become the property transfer title thereto to Subtenant pursuant to a written Xxxx of Master Landlord. University agrees that if Master Landlord requires the Labconco Fume Hood(s) Sale in a form reasonably acceptable to be removed as of the end of the term of the Master Lease, such removal shall be performed by University at its cost. However, if IDC remains in the Sublease Premises past the expiration of the Term, then IDC agrees to be solely responsible for any removal obligations related to all of the Assets, including without limitation the Labconco Fume Hood(s)Subtenant.