Common use of Landlord’s Consent Required Clause in Contracts

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted TransferSubject to the remaining provisions of this Article 11, as defined belowbut notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any part of the Premises or of its interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other entitytenant in the Building; (6) the use, whether by salenature, assignmentbusiness, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale activities or other transfer of all or substantially all reputation in the business community of the stock proposed transferee (or assets of Tenantits principals, employees or otherwiseinvitees) or act of Tenant (each a “Transfer” ) without does not meet Landlord’s prior written consent as provided standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in Section 13.02 belowconnection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Consent Tenant shall not be entitled to one Transfer does not imply receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any other Transfer such provision through specific performance or waive the consent requirementdeclaratory judgment. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions violation of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or is voidable at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord’s option.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer assign this Lease, or sublet or license the Premises or any part portion thereof, or advertise the Premises for assignment or subletting or permit the occupancy of all or any portion of the Premises or by anybody other than Tenant (each of its the foregoing actions is referred to as a "transfer") without obtaining, on each occasion, the prior consent of Landlord, subject to and in accordance with this Article VIII. A transfer shall include, without limitation, any transfer of Tenant's interest in this Lease to by operation of law, merger or consolidation of Tenant into any other entityfirm or corporation, the transfer or sale of a controlling interest in Tenant whether by salesale of its capital stock or otherwise or any liquidation of Tenant or a substantial part of Tenant's assets. Landlord's consent to a proposed sublease shall not be unreasonably withheld, assignment, mortgage, sublease, license, transfer, operation it being understood that the proposed sublease must comply with all other provisions of law this Lease (including, without limitation by mergerlimitation, consolidationthis Section 8.1), sale or other transfer of all or substantially all of must not alter Landlord's rights under the stock or assets of TenantLease, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does and must not imply consent to impose any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of additional obligation on Landlord. Any entity to which a Transfer is made is a “Transferee.” The Notwithstanding the foregoing, the following transactions (any of them, a “Permitted Transfer”"Excluded Transactions") shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01)VIII, does not alter Landlord’s 's rights under this the Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer transfer to an entity acquiring all or substantially all of succeeding to the stock or business and assets of Tenant, whether by way of merger, consolidation, acquisition consolidation or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greaterotherwise; orand (b) Any Transfer transfer to an entity controlling Tenant, directly or indirectly controlled, controllingcontrolled and beneficially owned by Tenant, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” control shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet or assign or enter into other arrangements such that the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of its interest in the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any other entityperson in which Landlord owns an interest, whether directly or indirectly (by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all applying constructive ownership rules set forth in Section 856(d)(5) of the stock Internal Revenue Code (the "Code"); or assets (iii) sublet the Premises or assign this Lease in any other manner which could cause any portion of Tenantthe amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent which could cause any other income received by Landlord to fail to qualify as provided income described in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”856(c)(2) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph Code. The requirements of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose 12.1 shall apply to any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether further subleasing by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orsubtenant. (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as A change in the case control of Tenant shall constitute an assignment either the original Tenant requiring Landlord's consent. The transfer, on a cumulative basis, of 50% or the assignee has a creditworthiness at least equal to or greater than Tenant’s as more of the date voting or management control of Tenant shall constitute a change in control for this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantspurpose.

Landlord’s Consent Required. Except for a Permitted Transferas otherwise provided in this Xxxxxxxxx 00, as defined below, Tenant Xxxxxx shall not directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the Premises or of its interest in this Lease Tenant’s leasehold estate hereunder (collectively, “Assignment”), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises or any other entityportion thereof (the foregoing, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, including without limitation any license or use agreement, any sub-sublease or subsequent subletting by mergerany subtenant, consolidation, sale sub-subtenant or other transfer occupant of all or substantially all any portion of the stock or assets of TenantPremises, or otherwise) or act of Tenant (each a and similar occupancy rights, collectively, “Transfer” ) Sublease”), without Landlord’s prior written consent as provided in Section 13.02 beloweach instance, which consent shall not be unreasonably withheld, conditioned or delayed. Consent to one Transfer does not imply Without otherwise limiting the criteria upon which Landlord may withhold its consent to any other Transfer proposed Sublease or waive the consent requirement. Any attempted Transfer without Assignment, Landlord’s withholding of consent shall be void at presumptively reasonable where either: (i) the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one creditworthiness of the following proposed sublessee or assignee is not acceptable to Landlord, in Landlord’s reasonable discretion, or to any Mortgagee; or (and provided further that ii) the proposed Transfer complies sublessee’s or assignee’s use of the Premises is not in compliance with all the Permitted Use as described in the Basic Lease Information or may violate or create a potential violation of Laws or third party agreements (including leases) affecting the Project, or will involve the storage, use or disposal of Hazardous Substances other provisions of than as expressly allowed by this Lease, including, without limitation, this Article 13 ; or (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (aiii) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or if at the time of Tenant’s request for consent the Landlord either has available space for lease in the Project or anticipates that there will be available space in the Project within the subsequent six (6) months, and if the proposed subtenant or assignee is a then-existing tenant or occupant of the Project, or is a prospective tenant with whom Landlord is dealing with regard to leasing space in the Project or with whom Landlord has had any dealings within the past six months with regard to leasing space in the Project, or is an affiliate of any such tenant, occupant or prospective tenant; (iv) if the proposed form of Sublease or Assignment does not include the provisions expressly required to be included in any Sublease or Assignment pursuant to this Paragraph 10; or (v) if such Assignment or Sublease is not consented to by the Ground Lessor or any Mortgagee, to the extent such consent is required. Notwithstanding any contrary provision of law, including California Civil Code Section 1995.310, Tenant shall have no right, and Tenant hereby waives and relinquishes any right, to cancel or terminate this Lease in the event Landlord is determined to have unreasonably withheld or delayed its consent to a proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything If Landlord consents to the contrary hereinSublease or Assignment, so long as Tenant’s shares are traded on Tenant may thereafter enter into a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to valid Sublease or Assignment upon the provisions of this Article 13. Tenant acknowledges that the covenants contained terms and conditions set forth in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsParagraph 10.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant (a) TENANT shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign”) or sublet all or any part of the Premises or of its TENANT’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, or in the Leased Premises without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without LandlordLANDLORD’s prior written consent as provided given under and subject to the terms of Section 26.26 of this LEASE. (b) A change in Section 13.02 belowthe control of TENANT shall constitute an assignment requiring LANDLORD’s consent. Consent to one Transfer does not imply consent to The transfer, on a cumulative basis, of twenty-five percent (25%) or more of the voting control of TENANT shall constitute a change in control for this purpose. (c) The involvement of TENANT or its assets in any other Transfer transaction, or waive the consent requirement. Any attempted Transfer without consent shall be void at the election series of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidationsale, acquisition acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise (any such entity, a “Successor Entity”otherwise), so long whether or not a formal assignment or hypothecation of this Lease or TENANT’s assets occurs, which results or will result in a reduction of the Net Worth of TENANT, as the resulting tenant under the Lease has a creditworthiness at least hereinafter defined, by an amount equal to or greater than Tenant’s twenty-five percent (25%) of such Net Worth of TENANT as it was represented to LANDLORD at the time of the date full execution and delivery of this Lease or at the time of proposed Transferthe most recent assignment to which LANDLORD has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever time said Net Worth of TENANT was or is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of shall be considered an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time by TENANT to which LANDLORD may reasonably without its consent, “Net Worth of proposed Transfer, whichever is greater. For TENANT” for purposes of this clause Lease shall be the net worth of TENANT (b)excluding any Guarantors) established under generally accepted accounting principles consistently applied. (d) Any attempt to assign or sublet all or part of TENANT’s interest in this LEASE without LANDLORD’s specific prior written consent shall, “control” at LANDLORD’s option, be a default curable after notice per Section 26.12, or a non-curable breach without the necessity of any notice and grace period. If LANDLORD elects to treat such unconsented to assignment or subletting as a non-curable breach, LANDLORD shall mean possession of more than 50 percent ownership of have the shares of beneficial interest of the entity in question together with the power right to control and manage the affairs thereof either directly or by election of directors and/or officerseither. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s businessterminate this LEASE, or (ii) upon thirty (30) days’ written notice (“LANDLORD’s Notice”), increase the monthly Base Rent for the Leased Premises to the greater of the then fair market rental value of the Leased Premises, as reasonably determined by LANDLORD, or one hundred ten percent (110%) of the monthly Base Rent then in an armeffect. Pending determination of the new fair market rental value, if disputed by TENANT, TENANT shall pay the amount set forth in LANDLORD’s length transaction in which Tenant obtains market value for such assets and Notice, with any overpayment credited against the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become next installment(s) of monthly Base Rent coming due, and/or otherwise used by Tenant and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the ordinary course event of business (i.e.such breach and rental adjustment, such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything any fixed rental adjustments scheduled during the remainder of the LEASE term shall be increased in the same ratio as the new rental bears to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject monthly Base Rent in effect immediately prior to the provisions adjustment specified in LANDLORD’s Notice. (e) If TENANT believes that LANDLORD has unreasonably withheld its consent pursuant any provision of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have8, in addition to any other rights and remedies available under this Lease or at law, the right TENANT’s sole remedy will be to seek injunctive relief and/or a declaratory judgment that LANDLORD has unreasonably withheld its consent or an order of specific performance or mandatory injunction of the LANDLORD’s agreement to give its consent; however, TENANT may recover compensatory damages only if a court of competent jurisdiction determines that: (i) TENANT commenced an action respecting such claim(s) within six (6) months after the date on which any right of action thereon first arose under Applicable Requirements, and (ii) LANDLORD has acted willfully, arbitrarily and capriciously in order to enforce such covenants.evaluating the proposed assignee’s or subtenant’s creditworthiness, identity, and/or business character, and/or the proposed use and/or lawfulness of the proposed use

Landlord’s Consent Required. Except Tenant shall not assign this Lease or any interest therein, or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in any other manner transfer all or any part of Tenant’s interest under this Lease (each and all a Permitted “Transfer”), without the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14) shall not be unreasonably withheld, conditioned or delayed. If Tenant is a business entity, any direct or indirect transfer of fifty percent (50%) or more of the ownership interest of the entity (whether in a single transaction or in the aggregate through more than one transaction) shall be deemed a Transfer provided however, a private equity financing of the Tenant in which more than an aggregate of fifty (50%) of the voting shares of Tenant or a transfer between or among current shareholders of Tenant of more than an aggregate of fifty percent (50%) of the voting shares of Tenant shall not be deemed a transfer under this Article 14 provided that any such sale or transfer was not consummated as defined belowa subterfuge to avoid the obligations of this Article 14. Notwithstanding any provision in this Lease to the contrary, Tenant shall not transfer mortgage, pledge, hypothecate or otherwise encumber this Lease or all or any part of Tenant’s interest under this Lease. Landlord’s initials Tenant’s initials Notwithstanding anything to the contrary in this Section, Tenant may assign this Lease or sublease the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act an affiliate of Tenant (each a “Transfer” as defined below) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus determines in its reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Leasediscretion that, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transferthe assignment or sublease, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee affiliate has a creditworthiness at least equal net worth no less than Five Million Dollars ($5,000,000). Tenant will provide to or greater than Tenant’s as Landlord information to enable Landlord to make the determination of the date net worth of this Lease or at Tenant and the time of proposed Transfer, whichever is greateraffiliate. For purposes of this clause paragraph, an "affiliate" is an entity that (a) is majority owned by Tenant, owns a majority of Tenant or is majority owned by an entity that owns all the outstanding capital stock of Tenant; (b)) is an entity that merges with Tenant to create a new entity or that results from a consolidation or non-bankruptcy reorganization; (c) acquires all or substantially all the assets or stock of Tenant; or (d) Tenant is merged into, “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power result that Tenant ceases to control and manage exist after the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsmerger.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, 14.1.1 Tenant shall not voluntarily, or by operation of law, assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent, which consent as provided in Section 13.02 below. Consent to one Transfer does shall not imply consent to any other Transfer be unreasonably withheld, conditioned or waive the consent requirementdelayed. Any attempted Transfer assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void at and shall constitute a breach of the election of LandlordLease. Any entity to which a Transfer is made is a “Transferee.” The following transactions transfer of Tenant’s interest in this Lease or in the Premises from Tenant by merger, consolidation or liquidation, or by any subsequent change in the ownership of fifty percent (any of them, a “Permitted Transfer”50%) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one or more of the following (and provided further that capital stock of Tenant shall be deemed to be an assignment within the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph meaning of this Section 13.01), does not alter 14; provided that Landlord’s rights under this Lease, and does consent shall not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of be required if Tenant provides Landlord with reasonably satisfactory evidence that the stock or assets transferee of Tenant, whether by way ’s interest in this Lease or in the Premises as the result of any such merger, consolidationconsolidation or liquidation, acquisition or otherwise (any such entitychange in the ownership of a controlling interest in Tenant’s capital stock, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least net worth equal to or greater than Tenant’s net worth as of the date Lease Date. It is further understood and agreed that a transfer of Tenant’s capital stock as the result of open market transactions conducted through a recognized publically traded stock exchange (including, without limitation, as part of an initial public offering) shall not be deemed to be an assignment of this Lease within the meaning of this Section 14. Notwithstanding the foregoing, Landlord’s prior written consent to Tenant’s sublease of less than twenty-five percent (25%) of the rentable area of the Premises (on a cumulative basis) shall not be required; provided that Tenant shall be required to give Landlord written notice of the name and contact information of any and all subtenants prior to their occupancy of any portion of the Premises. 14.1.2 As a condition of obtaining Landlord’s consent (where required), Tenant shall submit to Landlord the name of the proposed assignee or at subtenant, the time terms and provisions of the proposed Transfertransaction, whichever is greater; or (b) Any Transfer and such information as to an entity directly the nature of the proposed assignee’s or indirectly controlledsubtenant’s business and its financial responsibility and credit-worthiness as Landlord may reasonably require, controllingtogether with the effective date of the proposed transfer, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness which date shall be at least equal to or greater than Tenant’s as of fifteen (15) days after the date of this Lease or at the time submission of such information to Landlord. Landlord’s failure to consent to any proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of transfer under this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than not be deemed unreasonably withheld if: (i) by license the occupancy resulting from such transfer will not be consistent with Permitted Use or the general character of the right to use pharmaceutical products developed business carried on by Tenant in the ordinary course tenants of Tenant’s business, the Building or violates any rights or options held by any other tenant of the Building; or (ii) any proposed assignee of this Lease does not have the financial strength and stability to pay the Rent due or otherwise perform the obligations of this Lease; or (iii) Landlord is unable to obtain reasonably satisfactory guaranties from one or more owners or affiliates of any proposed assignee having a net worth less than Tenant as necessary to provide reasonable assurance to secure the performance of the financial obligations under this Lease; or (iv) any proposed sublease does not incorporate this Lease in an armits entirety so as to be subject and subordinate to the terms of this Lease; or (v) any proposed sublease does not require the sublessee to attorn to Landlord at Landlord’s length transaction option in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained event of a default by Tenant under this Lease beyond the expiration of any applicable notice and available cure period; or (vi) Tenant does not agree to pay amounts due under the Lease to Landlord, as they become dueAdditional Rent, and/or otherwise used fifty percent (50%) of all moneys or other consideration received by Tenant from its transferee in excess of the ordinary course amounts owed by Tenant to Landlord under this Lease, net of any commissions, legal fees and any other transaction costs. It is understood and agreed that Landlord’s failure to give Tenant written notice of its refusal to grant consent to any proposed assignment or sublease as may be required pursuant to this Section 14 within the ten (10) business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to day period following the contrary herein, so long as Tenantdate of of Landlord’s shares are traded on a nationally recognized stock exchange, any sale receipt of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained information required in this Section 13.01 are material 14.1.2 shall be deemed to constitute Landlord’s approval of same. 14.1.3 Notwithstanding anything in this Lease to the transaction contained herein and that contrary, Landlord shall have, in addition have no obligation to grant consent to any other rights and remedies available transfer as defined in this Section if Tenant is in default under this Lease (beyond the expiration of any applicable notice and cure period) at the time the request for consent is made or at law, any time thereafter through the right to seek injunctive relief and/or specific performance in order to enforce such covenantseffective date of the transfer.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer make any part alterations, decorations, installations, removals, additions or improvements (collectively with Tenant’s Work, “Alterations”) in or to the Premises without Landlord’s prior written approval of the Premises contractor(s), written plans and specifications and a time schedule therefor, which approval of contractor(s) and schedule shall not be unreasonably withheld, conditioned or of its interest in delayed (and shall not require Tenant to conduct such Alterations after normal business hours or on weekends except as otherwise expressly required pursuant to this Lease or as may be required pursuant to Section 11.3 below). Notwithstanding anything to the contrary, in no event shall any Alterations involve the removal of any improvements made by, or paid for by, Landlord without Landlord’s prior approval in Landlord’s sole discretion. Landlord shall respond to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation request for approval of law Alterations within ten (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all 10) Business Days after receipt of the stock foregoing required information and shall promptly notify Tenant if any submission is incomplete. Notwithstanding the foregoing, Xxxxxxxx’s consent shall not be required with respect to any Alterations that are purely decorative in nature nor with respect to non-structural Alterations costing less than $250,000 in any one instance (and $750,000 in the aggregate per year) so long as such Alterations do not materially adversely affect the roof, Building systems or assets of TenantBuilding exterior (each, or otherwise) or act of Tenant (each a “Transfer” Permitted Alteration”), provided Tenant shall provide Landlord with reasonably detailed written notice thereof. Landlord reserves the right to require that Tenant use Landlord’s preferred vendor(s) for any Alterations that involve roof penetrations, alarm tie-ins, sprinklers, fire alarm and other life safety equipment, provided that such vendors are available at commercially reasonable rates. Tenant shall not make any amendments or additions to plans and specifications (other than minor amendments in the nature of field changes) approved by Landlord without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive (the consent requirement. Any attempted Transfer without standard of which consent shall be void at governed by the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this LeaseSection 11). Xxxxxxxx’s approval of Alterations shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord may withhold its consent in its sole discretion (a) to any Alteration to or affecting the roof (other than the Rooftop Premises) and/or materially and adversely affecting any building systems, (b) with respect to matters of aesthetics relating to Alterations to or affecting the exterior of the Building, and (c) to any Alteration adversely affecting the Building structure, with Tenant being obligated to provide Landlord with reasonable evidence that such Alteration does not adversely affect any portion of the Building structure. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, this Article 13 compliance with Legal Requirements, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Xxxxxx’s plans shall in no event relieve Tenant of the responsibility for such design. Landlord shall provide Tenant with copies of Landlord Work Plans and all other plans for the Building in Landlord’s possession or control. Landlord shall have no liability or responsibility for any claim, injury or damage alleged to have been caused by the particular materials (whether building standard or non-building standard), appliances or equipment selected by Tenant in connection with any work performed by or on behalf of Xxxxxx. Except as otherwise expressly set forth herein, all Alterations shall be done at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate (provided that Tenant shall not be required to conduct such Alterations after normal business hours or on weekends except as otherwise expressly required pursuant to Section 11.2 or as may be required pursuant to Section 11.3). If Tenant shall make any Alterations (other than Tenant’s Work, except to the extent set forth in the immediately following sentence) that are specialized Alterations inconsistent with first paragraph class office and laboratory improvements then-customarily found in similar buildings in the Town of this Section 13.01Lexington, Massachusetts (“Specialty Alterations”) (and expressly excluding any non-structural Alterations to the office areas of the Premises and any matters identified as “Tenant” in the Matrix), does not alter then Landlord may elect to require Tenant at the expiration or sooner termination of the Term to remove such Specialty Alterations and repair any damage to the Premises caused by such removal (which election shall be made at the time of Landlord’s rights approval of such Alterations). In addition, Tenant acknowledges that Landlord has the right to designate any Specialty Alterations associated with Tenant’s light manufacturing operations in the Premises for removal at the time that Landlord approves Tenant’s plans for Tenant’s Work (but Landlord shall have no right to require the removal of any other portion of Tenant’s Work to the extent the Final Construction Drawings are consistent with Exhibit 3C attached hereto). Tenant shall provide Landlord with reproducible record drawings (in CAD format) of all Alterations susceptible to the creation of record drawings within sixty (60) days after completion thereof. During the Term only, Tenant shall be treated as the owner of all Alterations for all purposes under this Lease, and does including but not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything limited to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale depreciation of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsAlterations.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowset forth in this Article, Tenant shall not transfer assign this Lease, or Sublease the Premises or any part portion thereof, or advertise the Premises for assignment or Sublease, or permit the occupancy of all or any portion of the Premises or the use of its any portion of the Initial Tenant Work by any person other than Tenant, or assign or otherwise transfer or permit the assignment or transfer of any ownership interest (direct or indirect) in this Lease to any other entityTenant which effects a change of control of Tenant (whether in one transaction or in a series of related transactions), whether including transfer by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale pledge or other transfer encumbrance (whether of all or substantially all of the stock or assets any portion of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights interest under this Lease, and does or of any such ownership interest (direct or indirect) in Tenant (each of the foregoing actions are collectively referred to as a “Transfer”), without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring be unreasonably withheld, conditioned or delayed, provided that Tenant complies with the provisions of this Article; provided, however, that Tenant shall not mortgage, pledge, grant a security interest in, or otherwise encumber all or substantially all any portion of the stock Initial Tenant Work or assets any equipment, machinery, trade fixture or other property paid for in whole or in part by any portion of TenantLandlord’s Allowance without obtaining the prior written consent of Landlord in each instance, whether which consent may be withheld by Landlord in its sole and absolute discretion. Notwithstanding the foregoing, Tenant shall have the right to (x) obtain financing from institutional or individual investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies, provided that such transaction is not a subterfuge to avoid the restrictions on Transfer otherwise set forth in this Article 12, (y) undergo a public offering, or (z) if Tenant is a public company, transfer shares of Tenant effected through any recognized exchange or through the “over the counter” market, any of which results in a change in control of Tenant without such change of control constituting an assignment under this Article 12 requiring Landlord consent, provided that (A) Tenant notifies Landlord in writing of the financing at least five (5) Business Days prior to the closing of the financing, (B) in no event shall such financing result in a change in the use of the Premises from the use contemplated by Tenant at the commencement of the Term, and (C) any such financing shall be subject to the proviso set forth in the immediately preceding sentence. An assignee, subtenant, licensee, or other occupant is referred to herein as a “Transferee”. It shall be reasonable for Landlord to withhold consent to a proposed Transfer (other than a Related Party Transfer) if, by way of mergerillustration and not in limitation, consolidationthe proposed Transferee of a Transfer other than a Sublease does not have a net worth equal to or in excess of that of Tenant at the Date of Lease or immediately prior to the proposed Transfer, acquisition whichever is greater (or, in the case of a proposed Sublease, the proposed Transferee thereunder does not have the financial resources (including liquid assets) sufficient to timely perform its obligations under the proposed Sublease), or otherwise if the use proposed to be made of the Premises (any such entityor the applicable portion thereof) by the proposed Transferee is not a Permitted Use hereunder; provided, however, that, subject to the limitations on Transfers set forth in this Lease, the Premises may be used for Non-Life Science Uses following an assignment of this Lease or (with respect to the applicable portion of the Premises, a “Successor Entity”Sublease ), so long as the resulting tenant under the Lease has a creditworthiness at least equal to such assignment or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever Sublease (i) is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control not affiliated with Tenant Tenant; (any such entity, ii) is for a valid business purpose; and (iii) is not a subterfuge to avoid the restrictions on use set forth in Section 9.01 above. A “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” include any transfer of Tenant’s assets shall include without limitation interest in this Lease by operation of law, any “Related Party Transfer” (as defined below), and the transfer grant of assets having a value of more than 75% permission or license by Tenant to any other person or entity to use or occupy any portion of the total value, as opposed to number, Premises for any period of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, time or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party)any purpose whatsoever. Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares Any Transfer shall not be deemed a Transfer subject to this Lease, all of the provisions of this Article 13which shall be conditions to such Transfer and be binding on any Transferee. No Transferee shall have any right further to Transfer its interest in the Premises, and nothing herein shall impose any obligation on Landlord with respect to a further Transfer. Without limiting Landlord’s right to withhold its consent to any Transfer by Tenant, and regardless of whether Landlord shall have consented to any such Transfer, neither Tenant acknowledges that nor any other person or entity having an interest in the covenants contained possession, use or occupancy of the Premises or any part thereof shall enter into any lease, Sublease, assignment or other Transfer or agreement for possession, use or occupancy of all or any portion of the Premises which provides for rent or other payment for such use, occupancy or utilization based, in this Section 13.01 are material whole or in part, on the net income or profits derived by any person or entity from the space so leased, used or occupied, and any such purported lease, Sublease, assignment or other Transfer or agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use or occupancy of all or any part of the Premises. There shall be no deduction from the rent payable under any Sublease or other Transfer nor from the amount thereof passed on to any person or entity, for any expenses or costs related in any way to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease subleasing or at law, the right to seek injunctive relief and/or specific performance in order to enforce Transfer of such covenantsspace.

Landlord’s Consent Required. Except for a Permitted TransferSubject to the remaining provisions of this Article 11, as defined belowbut notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any part of the Premises or of its interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property (unless Landlord is unable to accommodate such present occupant’s need for additional space in the Building of a size comparable to that portion of the Premises covered by the proposed Transfer), or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other entitytenant in the Building; (6) the use, whether by salenature, assignmentbusiness, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale activities or other transfer of all or substantially all reputation in the business community of the stock proposed transferee (or assets of Tenantits principals, employees or otherwiseinvitees) or act of Tenant (each a “Transfer” ) without does not meet Landlord’s prior written consent as provided standards for Building tenants; or (7) the proposed transferee is or has been involved in Section 13.02 belowlitigation with Landlord or any of its Affiliates. Consent Tenant shall not be entitled to one Transfer does not imply receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any other Transfer such provision through specific performance or waive the consent requirementdeclaratory judgment and to recover Tenant’s actual costs and expenses including reasonable attorneys’ fees if Tenant prevails in such action. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions violation of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or is voidable at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord’s option.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer assign this Lease, nor any right hereunder, nor sublet the premises, nor any part thereof, without the prior written consent of Landlord which shall not be unreasonably withheld. In exercising its reasonable discretion Landlord may consider all commercially relevant factors involved in the leasing of the Premises premises including but not limited to the a) the creditworthiness and financial stability of the prospective assignee or subtenant; b) references of its interest prior landlords; c) the past history of such subtenant, with respect to involvement in litigation and bankruptcy proceedings; d) the impact of said subtenant or assignee and proposed use of the premises on pedestrian and vehicular traffic, other tenants, and parking; e) the use, generation or disposal of hazardous materials. The presence of one negative factor enumerated above shall be deemed reasonable justification for Landlord’s withholding consent. (b) A change in the control of Tenant shall constitute an assignment requiring Landlord’s consent. The transfer, on a cumulative basis, of fifty percent (50%) or more of the voting control of Tenant shall constitute a change in control for this purpose. For purposes of this paragraph, neither the private placement offering or public offering of tenant’s securities, nor the assignment of this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets an Affiliate of Tenant, or otherwiseshall constitute a change of control requiring landlord’s consent. (c) or act The involvement of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided or its assets in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer transaction, or waive the consent requirement. Any attempted Transfer without consent shall be void at the election series of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidationsale, acquisition acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise (any such entity, a “Successor Entity”otherwise), so long whether or not a formal assignment or hypothecation of this Lease or Tenant’s assets occurs, which results or will result in a reduction of the Net Worth of Tenant, as the resulting tenant under the Lease has a creditworthiness at least hereinafter defined, by an amount equal to or greater than Tenant’s twenty-five percent (25%) of such Net Worth of Tenant as it was represented to Landlord at the time of the date full execution and delivery of this Lease or at the time of proposed Transferthe most recent assignment to which Landlord has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever time said Net Worth of Tenant was or is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of shall be considered an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time by Tenant to which Landlord may reasonably withhold its consent. “Net Worth of proposed Transfer, whichever is greater. For Tenant” for purposes of this clause Lease shall be the net worth of Tenant (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly excluding any Guarantors) established under generally accepted accounting principles consistently applied. (d) An assignment or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” subletting of Tenant’s assets interest in this Lease without Landlord’s specific prior written consent shall, at Landlord’s option, be a Default curable after notice per Paragraph 13.1, or a non-curable Breach without the necessity of any notice and grace period. If Landlord elects to treat such unconsented to assignment or subletting as a non-curable Breach, Landlord shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of have the right to use pharmaceutical products developed by Tenant in the ordinary course of terminate this Lease. (e) Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value remedy for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions Breach of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Paragraph 12.1 by Landlord shall have, in addition be limited to any other rights and remedies available under this Lease or at law, the right to seek compensatory damages and/or injunctive relief and/or specific performance in order to enforce such covenantsrelief.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowset forth in this Article, Tenant shall not transfer directly or indirectly assign this Lease, or sublet or license the Premises or any part portion thereof, or advertise the Premises for assignment or subletting or permit the occupancy of all or any portion of the Premises or by any person other than Tenant (each of its the foregoing actions are collectively referred to as a “Transfer”) without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld provided that Tenant complies with the provisions of this Article. Subject to Section 13.04 herein, a Transfer shall include, without limitation, any transfer of Tenant’s interest in this Lease to by operation of law, merger or consolidation of Tenant into any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale firm or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Leasecorporation, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all the transfer or substantially all sale of the stock or assets of a controlling interest in Tenant, whether by way sale of merger, consolidation, acquisition its capital stock or otherwise (or any such entity, sale of all or a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than substantial part of Tenant’s as assets. Any Transfer shall be subject to this Lease, all of the date provisions of which shall be conditions to such Transfer and be binding on any transferee. No transferee shall have any right further to transfer its interest in the Premises, and nothing herein shall impose any obligation on Landlord with respect to a further Transfer. The foregoing restrictions shall be binding on any assignee or sublessee to which Landlord has consented, provided, notwithstanding anything else contained in this Lease Lease, Landlord’s consent to any further assignment, subleasing or any sub-subleasing by any approved assignee or sublessee may be withheld by Landlord at Landlord’s sole discretion. If Tenant does Transfer with (or without) Landlord’s consent, any option or other right that Tenant may have relating to the time of proposed TransferPremises, whichever is greater; or (b) Any Transfer including any right to an entity directly extend the Term or indirectly controlledlease other premises, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as shall automatically be terminated except in the case of an assignment either a Related Party Transfer. Landlord’s Managing Agent, Xxxx and Company, Inc. (or such other manager of the original Tenant or the assignee has a creditworthiness at least equal Building appointed from time to or greater than time by Landlord) shall be Tenant’s as exclusive broker for a period of the date of this Lease or at the time of six (6) months with respect to any proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as such Managing Agent uses its good faith best efforts to market in accordance with Tenant’s shares are traded on directions; and after such period Tenant may appoint a nationally recognized stock exchange, co-exclusive broker to serve along with Landlord’s Managing Agent. Such Managing Agent shall be paid a brokerage fee for any sale transfer in accordance with such Managing Agent’s commission schedule then in effect so long as such schedule is competitive with similar schedules of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsmajor Greater Boston brokerage firms.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer assign this lease, nor any right hereunder, nor sublet the premises, nor any part thereof, without the prior written consent of Landlord which will not be unreasonably withheld, conditioned or delayed. In exercising its reasonable discretion Landlord may consider all commercially relevant factors involved in the leasing of the Premises including but not limited to the a) the creditworthiness and financial stability of the prospective assignee or subtenant (as compared to the obligations of such entity under the sublease or assignment, as the case may be); b) references of prior landlords; c) the past history of such subtenant, with respect to involvement in litigation and bankruptcy proceedings; d) the impact of said subtenant or assignee and proposed use of the premises on pedestrian and vehicular traffic, other tenants, and parking; e) the use, generation or disposal of hazardous materials. The presence of one negative factor enumerated above if material, shall be deemed reasonable justification for Landlord’s withholding consent. (b) A change in the control of Tenant shall constitute an assignment requiring Landlord’s consent. The transfer of forty-nine percent (49%) or more of the voting control of Tenant shall constitute a change in control for this purpose. An initial public offering of Tenant’s stock on a recognized exchange, as well as the subsequent transfer of shares of Tenant’s stock on a public exchange, will not, however, be deemed an assignment. (c) So long as Tenant is not entering into the Permitted Transfer for the purpose of avoiding or otherwise circumventing the remaining terms of this Article 12, Tenant may assign its entire interest under this Lease, without the consent of Landlord, to (i) an affiliate, subsidiary, or parent of Tenant, or a corporation, partnership or other legal entity wholly owned by Tenant (collectively, an “Affiliated Party”), or (ii) a successor to Tenant by purchase, merger, consolidation or reorganization, provided that all of the following conditions are satisfied (each such Transfer a “Permitted Transfer”): (1) Tenant is not in default under this Lease Lease; (2) Tenant shall give Landlord written notice prior to the effective date of the proposed Permitted Transfer; and (3) with respect to a purchase, merger, consolidation or reorganization or any other Permitted Transfer which results in Tenant ceasing to exist as a separate legal entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of a) Tenant’s successor shall own all or substantially all of the stock or assets of Tenant, or otherwiseand (b) or act of Tenant (each Tenant’s successor shall have a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to net worth which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or the greater than of Tenant’s as of net worth at the date of this Lease or at Tenant’s net worth as of the time day prior to the proposed purchase, merger, consolidation or reorganization. If requested by Landlord, Tenant’s successor shall sign a commercially reasonable form of proposed Transferassumption agreement as used herein, whichever is greater(A) “parent” shall mean a company which owns a majority of Tenant’s voting equity; or (bB) Any Transfer to “subsidiary” shall mean an entity directly wholly owned by Tenant or indirectly controlledat least 51% of whose voting equity is owned by Tenant; and (C) “affiliate” shall mean an entity controlled by, controlling, controlling or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except Tenant shall not assign, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in any other manner transfer all or any part of Tenant’s interests under this Lease (each and all a Permitted “Transfer”), as defined belowwithout the prior written consent of Landlord, which (subject to the other provisions of this Section 14) shall not be unreasonably withheld nor delayed. Notwithstanding any provision in this Lease to the contrary, Tenant shall not transfer mortgage, pledge, hypothecate or otherwise encumber all or any part portion of Tenant’s interest under this Lease. For purposes of this Section 14, “Transfer” also includes: (a) if Tenant is a partnership or limited liability company: (1) a change in ownership effected voluntarily, involuntarily, or by operation of law, within a twelve-month (12-month) period of fifty percent (50%) or more of the Premises partners or members or fifty (50%) percent (50%) or more of the partnership or membership interests; or (2) the dissolution of the partnership or limited liability company without its interest in this Lease immediate reconstitution; or (b) if Tenant is a closely held corporation (i.e., one whose stock is not publicly held and not Traded through an exchange or over the counter): (1) the sale or other transfer, within a twelve-month (12-month) period of more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than to any other entity, whether immediate family members by reason of gift or death); (2) the sale, assignment, mortgage, subleasehypothecation, licenseor pledge, transferwithin a twelve-month (12-month) period of more than an aggregate of fifty percent (50%) of the value of Tenant’s unencumbered assets; or (3) the dissolution, operation of law (including, without limitation by merger, consolidation, sale or other transfer reorganization of Tenant. Notwithstanding anything to the contrary contained in this Lease and for the avoidance of doubt, (i) an assignment to a transferee or purchaser of all or substantially all of the assets of or a majority of stock or assets membership interests of TenantTenant through a purchase, merger, consolidation or reorganization of Tenant by or with another entity (whether such acquisition takes the form of an asset sale, a stock sale or a combination thereof), (ii) an assignment of the Premises to a transferee which is the resulting entity of a merger or consolidation of Tenant with another entity, or otherwise(iii) an assignment or act subletting of all or a portion of the Premises to an affiliate of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all which is controlled by, controls, or substantially all of the stock or assets of is under common control with, Tenant) (each, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a an “Successor EntityAffiliate”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed an “Assignment” or a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in transfer under this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants14.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, transfer, mortgage, or otherwise transfer or encumber (collectively, “assign”) or sublet all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent, which consent as provided shall not be unreasonably withheld. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas, and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet, assign, or enter into other arrangements in which the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any person or entity in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 13.02 below856(d)(5) of the Internal Revenue Code (the “Code”); or (iii) sublet the Premises or assign this Lease in any other manner which could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) of the Code. Consent to one Transfer does not imply consent The requirements of this Section 12.1 shall apply to any other Transfer further subleasing by any subtenant. Notwithstanding the foregoing, in the event of any assignment or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity subletting to which a Transfer is made is a “Transferee.” The following transactions (any of themLandlord consents, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that fifty percent (50%), in the transaction is in fact one event of a sublease, of any rent received by Tenant above the rent then being paid by Tenant to Landlord less: (i) rent obligations paid by Tenant hereunder during any period when the Premises were vacant following the marketing of the following Premises for such sublease; (ii) the costs of any tenant improvements made or allowance given to the subtenant for tenant improvements; (iii) any free rent or other economic concessions given the subtenant; and provided further that the proposed Transfer complies with all other provisions of this Lease(iv) any commissions or marketing expense paid by Tenant for such sublease. In addition, including, without limitation, this Article 13 Landlord shall receive fifty percent (other than the first paragraph of this Section 13.0150%), does not alter in the event of an assignment, of any profit derived by Tenant from such assignment less any commissions or marketing expense paid by Tenant for such assignment. In the event of any assignment or subletting, Tenant shall pay to Landlord or its authorized managing agent (as directed by Landlord)a fee of $750.00 to cover Landlord’s rights under costs of review, negotiation, preparation or execution of any documentation regarding such assignment or subletting. Notwithstanding the foregoing, Tenant may sublease up to 50% of the Premises, pursuant to this LeaseSection, and does Landlord shall not impose receive any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all portion of the stock profit derived from such sublease. Landlord shall approve or assets disapprove a proposed sublease of up to 50% of the Premises within ten (10) days following receipt of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orwritten request. (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as A change in the case control of Tenant shall constitute an assignment either the original Tenant requiring Landlord’s consent. The transfer, on a cumulative basis, of 25% or the assignee has a creditworthiness at least equal to or greater than Tenant’s as more of the date voting or management control of Tenant shall constitute a change in control for this Lease or at purpose, provided that changes resulting from the time sale of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having stock through a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares exchange shall not be deemed constitute a Transfer subject to the provisions change of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantscontrol hereunder.

Landlord’s Consent Required. Except for a Permitted Transferas otherwise provided in this Paraxxxxx 0, as defined belowXxxxxx xxxll not directly or indirectly, Tenant shall not voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the Premises or Tenant's leasehold estate hereunder (collectively, "Assignment"), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises or any portion thereof (the foregoing, including without limitation any license or use agreement, any sub-sublease or subsequent subletting by any subtenant, sub-subtenant or other occupant of its interest in this Lease to any other entityportion of the Premises, whether by saleand similar occupancy rights, assignmentcollectively, mortgage, sublease, license, transfer, operation of law (including"Sublease"), without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s 's prior written consent as provided in Section 13.02 beloweach instance, which consent shall not be unreasonably withheld. Consent to one Transfer does not imply Without otherwise limiting the criteria upon which Landlord may withhold its consent to any other Transfer proposed Sublease or waive the Assignment, if Landlord withholds its consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment where either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license the creditworthiness of the right proposed Sublessee or Assignee is not acceptable to use pharmaceutical products developed by Tenant Landlord, in the ordinary course of Tenant’s businessLandlord's reasonable discretion, or to any Mortgagee, or (ii) the proposed Sublessee's or Assignee's use of the Premises is not in an arm’s length transaction in which Tenant obtains market value for such assets and compliance with the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease Permitted Use as they become due, and/or otherwise used by Tenant described in the ordinary course of business (i.e.Basic Lease Information, such consideration is not distributed to stockholders or otherwise transferred to another party)withholding of consent shall be presumptively reasonable. Notwithstanding anything If Landlord consents to the contrary hereinSublease or Assignment, so long as Tenant’s shares are traded on Tenant may thereafter enter into a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to valid Sublease or Assignment upon the provisions of this Article 13. Tenant acknowledges that the covenants contained terms and conditions set forth in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsParagraph 9.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowset forth in this Article, Tenant shall not transfer directly or indirectly assign this Lease, or sublet or license the Premises or any part portion thereof, or advertise the Premises for assignment or subletting or permit the occupancy of all or any portion of the Premises by any person other than Tenant (each of the foregoing actions are collectively referred to as a “Transfer”) without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed provided that Tenant complies with the provisions of its this Article. A Transfer shall include, without limitation, any transfer of Tenant’s interest in this Lease to by operation of law, merger or consolidation of Tenant into any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale firm or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Leasecorporation, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all the transfer or substantially all sale of the stock or assets of a controlling interest in Tenant, whether by way sale of merger, consolidation, acquisition its capital stock or otherwise (or any such entity, sale of all or a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than substantial part of Tenant’s as assets. Any Transfer shall be subject to this Lease, all of the date provisions of which shall be conditions to such Transfer and be binding on any transferee. No transferee shall have any right further to transfer its interest in the Premises except in accordance with this Lease Article 13. The foregoing restrictions shall be binding on any assignee or at sublessee to which Landlord has consented, provided, notwithstanding anything else contained in this Lease, Landlord’s consent to any further assignment, subleasing or any sub-subleasing by any approved assignee or sublessee may be granted or withheld by Landlord in accordance with this Article 13. If Tenant does Transfer with (or without) Landlord’s consent, any option or other right that Tenant may have relating to the time of proposed TransferPremises, whichever is greater; or (b) Any Transfer including any right to an entity directly extend the Term or indirectly controlledlease other premises, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as shall automatically be terminated except in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Related Party Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowprovided in Section 11.02, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, license or otherwise transfer or encumber (collectively, a “Transfer”) all or any part of the Premises or of its Tenant’s interest in this Lease or in the Premises or any part thereof to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law another party (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Transferee”), without Landlord’s prior written consent; provided, however, Landlord shall not unreasonably withhold, condition (including, but not limited to requesting an increase in the Letter of Credit or additional security for this Lease) or delay its consent as provided to an assignment of this Lease or a subletting of all or a portion of the Premises. Notwithstanding the preceding sentence, any proposed Transfer that would require a Recognition Agreement or agreement of similar import to Landlord and Landlord’s Lender (defined in Section 13.02 15.01 below), Landlord’s consent may be conditioned upon an increase in the Letter of Credit or additional security for this Lease. Consent Tenant’s notice to one Transfer does not imply Landlord requesting consent to an assignment or subletting must comply with Section 11.05 below and contain the following inscription in bold-faced type: “FIRST NOTICE DELIVERED PURSUANT TO ARTICLE 11 OF LEASE – FAILURE TO RESPOND MAY RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” Landlord shall respond in writing to Tenant’s written request for consent hereunder within fifteen (15) business days and any attempted assignment, transfer, mortgage, encumbrance, subletting or licensing without obtaining Landlord’s prior written consent shall be void, and shall constitute a breach of this Lease. If Landlord fails to respond to Tenant’s request for consent to any other Transfer proposed assignment or waive subletting, Tenant may send a second (2nd) notice to Landlord, which notice must contain the following inscription in bold-faced type: “SECOND NOTICE DELIVERED PURSUANT TO ARTICLE 11 OF LEASE - FAILURE TO TIMELY RESPOND WITHIN TEN (10) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord fails to deliver notice of Landlord’s consent requirementto, or the withholding of Landlord’s consent, to the proposed assignment or sublease within such ten (10) business day period, Landlord shall be deemed to have approved the assignment or sublease in question. Any attempted Transfer without If Landlord at any time timely delivers notice to Tenant of Landlord’s withholding of consent to a proposed assignment or sublease, Landlord shall specify in reasonable detail in such notice the basis for such withholding of consent. Tenant shall reimburse Landlord upon demand for Landlord’s reasonable costs and expenses (including attorneys’ fees, architect fees and engineering fees) incurred by Landlord involved in reviewing any request for consent whether or not such consent is granted; provided, however, that the maximum aggregate amount of attorneys’ fees which Tenant may be obligated to pay in connection with any Tenant request for consent shall be void at $5,000 for each such request, unless the election request includes a proposed recognition agreement for the subtenant. Notwithstanding anything herein to the contrary, Tenant hereby agrees that Tenant shall initially occupy a minimum of Landlordone hundred twenty thousand (120,000) square feet of Rentable Area in the Building. Any entity Without limitation as to which a other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any Applicable Law for Landlord to withhold consent to any proposed Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact where one or more of the following apply: (and provided further i) The Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Building or the Project; (ii) The Transferee intends to use the subject space for purposes which are not permitted under this Lease; (iii) The Transferee is either a governmental agency or instrumentality thereof; (iv) The Transferee is not a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with the Transfer on the date consent is requested. For the purposes of this Section 11.01(iv), reasonable financial worth and/or financial stability shall mean that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least Transferee shall have Cash Equivalents equal to or greater than Tenant’s as the amount of rent due under the proposed term of the date of this Lease or Transfer. Notwithstanding the foregoing, if at the time of the proposed Transfersubleasing Tenant has Cash Equivalents of Two Hundred Twenty-Five Million Dollars ($225,000,000) or greater, whichever Landlord will not withhold Landlord’s consent to a subletting in which the sublessee is greaternot requesting a recognition agreement from the Landlord based upon the creditworthiness of the proposed sublessee, so long as Cloudera, Inc. remains primarily liable under this Lease; (v) The proposed Transfer would cause a violation of another lease for space in the Project, or would give an occupant of the Building a right to cancel its lease; or (bvi) Any If any proposed Transfer shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to an entity directly or indirectly controlled, controlling, or under common control with Landlord and its affiliates. Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as hereby waives Section 1995.310 of the date California Civil Code pertaining to remedies for withholding of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power consent to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsleasehold.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not The purpose of this Lease is to transfer any part possession of the Premises or of its interest in to Tenant for Tenant's personal use and Tenant has not entered into this Lease for the purpose of obtaining the right to any other entityconvey the leasehold to others. The ability of Tenant to assign or sublet the Premises is subsidiary and incidental to the underlying purpose of this Lease. Tenant will not, whether either voluntarily or by saleoperation of law, assignmentassign, transfer, mortgage, subleasepledge, licensehypothecate or encumber this Lease or any interest herein, transferand will not sublet the Premises or any part thereof or any right or privilege appurtenant thereto, operation or allow any other person (the employees, agents, servants and invitees of law (includingTenant excepted) to occupy or use the Premises or any portion thereof, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 belowof Landlord, which consent will not be unreasonably withheld. Consent Provided Tenant has received Landlord's consent herein, Tenant agrees throughout the term of this Lease not to one Transfer does not imply consent sublease to any other Transfer or waive the consent requirementmore than four (4) tenants total. Any attempted Transfer without consent shall cumulative transfer of more than thirty percent (30%) of the voting stock will be void at deemed to be an assignment by Tenant of this Lease which requires the election of Landlord. Any entity prior written notice to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an controlling entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least consolidated net worth equal to or greater than Tenant’s as of 's. If notice is given to Landlord, then the date of controlling entity shall submit to Landlord for its approval all reasonably required financial documentation to support the financial qualifications. Any transfer or subletting attempted or concluded without Landlord's prior written consent will be void and will constitute a default under this Lease or at the time of proposed TransferLease. Consent by Landlord to any transfer (including, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlledbut not limited to, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (bsubletting), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything be limited to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares particular transfer approved by Landlord and shall not be deemed a Transfer subject to the provisions of this Article 13be Landlord's consent to any subsequent transfer. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall havehave no obligation to sublessees and Tenant agrees to be responsible for such parties' compliance with all rules, in addition to any regulations, and other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.. Initials /s/ EJC -------- Initials --------

Landlord’s Consent Required. (a) Except for a Permitted Transfer, as defined belowwith respect to which Landlord’s consent is not required, Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign”) or sublet all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent as (which consent shall not be unreasonably withheld). Tenant shall deliver to Landlord written notice (a “First Transfer Notice”) of any proposed assignment, subletting or other transfer (other than a Permitted Transfer), and Landlord shall respond to any First Transfer Notice within twenty (20) days after Tenant’s delivery thereof; provided in Section 13.02 below. Consent that Landlord’s failure to one respond to any First Transfer does Notice shall not imply be deemed to be Landlord’s consent to any assignment, subletting or other transfer. If Landlord fails to respond to the First Transfer or waive Notice within the consent requirement20-day period set forth above, Tenant may send Landlord a second written notice, which notice must include, in boldface, capitalized type, the following statement: “YOUR FAILURE TO RESPOND TO THIS REQUEST WITHIN TEN (10) DAYS WILL CONSTITUTE YOUR DEEMED CONSENT TO THE ASSIGNMENT, SUBLETTING OR OTHER TRANSFER DESCRIBED HEREIN” (a “Second Transfer Notice”). Any attempted Landlord’s failure to respond to a Second Transfer without consent Notice within ten (10) days after Tenant’s delivery thereof shall be void at deemed to be Landlord’s consent to the election assignment, subletting or other transfer described in such Second Transfer Notice. Relevant criteria in determining the granting or withholding of Landlord’s consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Any entity Except for a Permitted Transfer, unless otherwise expressly agreed to by Landlord in writing, an assignment or subletting by Tenant shall not release Tenant from its obligations hereunder. Tenant shall not (1) sublet or assign or enter into other arrangements such that the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part on the income or profits derived by the business activities of the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any person in which a Transfer is made is a Landlord owns an interest, directly or indirectly (by applying the constructive ownership rules set forth in Section 856(d)(5) of the Internal Revenue Code (the “TransfereeCode”); or (iii) sublet the Premises or assign this Lease in any other manner which could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Paragraph 13.1 shall apply to any further subleasing by any subtenant.” The following transactions (b) Notwithstanding the foregoing, nothing in this section or this Lease shall prevent Tenant from subleasing the Premises or any of themportion thereof or assigning this Lease to (each, a “Permitted Transfer”) (i) shall not require the consent an affiliated entity which, directly or indirectly, controls, is controlled by, or is under common control of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction Tenant (each, an “Affiliate”), so long as (1) such Affiliate’s tangible net worth is in fact one greater than or equal to Tenant’s tangible net worth as of the following Lease Commencement Date, or (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord):2) Tenant remains liable for its obligations hereunder; (aii) Any Transfer to an any entity in which or with which Tenant, or its corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities; or (iii) any entity acquiring all or substantially all of Tenant’s assets. (c) Notwithstanding anything in this Lease to the stock or assets contrary, Tenant may permit any Affiliate, consultant, contractor, licensor (such as the operator of Tenant, whether by way of merger, consolidation, acquisition or otherwise ’s copy center and any food vendors) and joint venturers (any such entityeach, a “Successor EntityPermitted Occupant”), so long as the resulting tenant under the Lease has ) to occupy and use a creditworthiness at least equal to or greater than Tenant’s as portion of the date Premises (a “Permitted Joint Use”) without the written consent of Landlord provided that Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder, and the Permitted Occupant shall comply with all of the terms and conditions of this Lease or at Lease, including the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13Permitted Use. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to have no responsibility or liability for the allocation or use of the Premises between Tenant and any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsPermitted Occupant.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law or in the Premises (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each hereinafter collectively a “Transfer” ) ”), without Landlord’s prior written consent, which shall not be unreasonably withheld. Landlord shall respond to Tenant’s written request for consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive hereunder within fifteen (15) days after Landlord’s receipt of the consent requirementwritten request from Tenant. Any attempted Transfer without such consent shall be void at the election and shall constitute a default and breach of this Lease. Tenant’s written request for Landlord. Any entity ’s consent shall include, and Landlord’s within fifteen (15) day response period referred to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) above shall not require the consent of commence, unless and until Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one has received from Tenant, all of the following information: (and provided further that a) financial statements for the proposed Transfer complies assignee or subtenant prepared in accordance with accounting principles consistently applied for the lesser of (i) the past three (3) years or (ii) the time period the assignee or subtenant has been in existence, (b) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (c) the proposed effective date of the assignment or sublease, (d) a copy of the proposed sublease or assignment agreement which includes all other provisions of the terms and conditions of the proposed assignment or sublease, (e) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant and (f) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises. Notwithstanding anything to the contrary contained in this Lease, including, without limitation, this Article 13 (other than the first paragraph an assignment or subletting of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or a portion of the Premises: (x) to a corporation or other business entity (“Successor Entity”) into or with which Tenant shall be merged or consolidated, or to which substantially all of the stock or assets of TenantTenant may be transferred, whether by way and provided that the successor corporation shall assume in writing all of merger, consolidation, acquisition the obligations and liabilities of Tenant under this Lease; or otherwise (any such entity, y) to a corporation or other business entity (herein sometimes referred to as a “Successor Related Entity”)) which shall control, so long as the resulting tenant under the Lease has a creditworthiness at least equal to be controlled by or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or be under common control with Tenant (any such entity, assignee or sublessee described in items (x) and (y) of this Section 12.1 hereinafter referred to as a “Related EntityPermitted Transferee”), shall not be considered a Transfer, provided that (i) so long Tenant notifies Landlord 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, it being understood that such Transferee shall thereafter become liable under this Lease, on a joint and several basis, with Tenant, (iii) any Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) in the case of an assignment either assignment, such Successor Entity or Related Entity, as applicable, together with the original Tenant or the assignee has Tenant, shall have a creditworthiness tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (excluding goodwill as an asset) at least equal to or greater than Tenant’s that of original Tenant as of the date of this Lease, and, in Landlord’s reasonable judgment, is otherwise equally able as Tenant to meet the Tenant’s financial obligations under this Lease or at as and when they are due and payable, and (v) any lender of Landlord’s which is required to give consent to the time of proposed Transfertransfer does so. “Control,” as used in this Section 12.1, whichever is greater. For purposes of this clause (b), “control” shall mean possession the ownership, directly or indirectly, of more than 50 at least fifty-one percent ownership (51%) of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly voting securities of, or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license possession of the right to use pharmaceutical products developed by Tenant vote, in the ordinary course direction of Tenant’s businessits affairs, or of at least fifty-one percent (ii51%) in an arm’s length transaction in which Tenant obtains market value for such assets and of the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchangevoting interest in, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease person or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsentity.

Landlord’s Consent Required. (a) Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part no portion of the Premises or of its Tenant’s interest in this Lease to may be acquired by any other person or entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (includinglaw, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets act of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without LandlordXxxxxxxx’s prior written consent, which consent as provided in Section 13.02 below. Consent to one Transfer does shall not imply consent to any other Transfer be unreasonably withheld, conditioned or waive the consent requirementdelayed. Any attempted Transfer transfer without consent shall be void at and shall constitute a breach of this Lease. Notwithstanding anything set forth herein to the election contrary, Tenant may assign this Lease or sublet the Premises or any part thereof, without the prior consent of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions Landlord (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): to (a) Any Transfer an Affiliate (as defined below) of Tenant, (b) an entity into which Tenant is merged, consolidated or converted (or the resulting entity in any merger of any other entity into or with Tenant), or (c) to an entity acquiring all to which fifty percent (50%) or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets are transferred (each, a “Permitted Transferee”); provided, however, (a) Tenant shall include without limitation give Landlord written notice of such Permitted Transfer prior to such Permitted Transfer or, if the transfer of assets having Permitted Transfer is subject to a value of more than 75% confidentiality or nondisclosure agreement, as soon thereafter as reasonably practical, (b) the Permitted Transferee must carry on the same use from the Premises as Tenant and (c) Tenant shall remain liable under the terms of the total valueLease. As used herein, as opposed to number(1) the term “Affiliate” means any person or entity controlled by, under common control with, or which controls, the Tenant, and (2) the term “control” means the possession, directly or indirectly, of Tenant’s assets other than (i) by license the power to direct or cause the direction of the right to use pharmaceutical products developed management and policies of the entity referred to, whether through ownership of voting securities, by Tenant in the ordinary course of Tenant’s businesscontract or otherwise, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant terms “controlling” and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything “controls” have meanings correlative to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsforegoing.

Landlord’s Consent Required. Except Tenant shall not assign this Lease or any interest therein, or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in any other manner transfer all or any part of Tenant’s interest under this Lease (each and all a Permitted “Transfer”), without the prior written consent of Landlord, which consent (subject to the other provisions of this Section 14) shall not be unreasonably withheld, conditioned or delayed. If Tenant is a business entity, any direct or indirect transfer of fifty percent (50%) or more of the ownership interest of the entity (whether in a single transaction or in the aggregate through more than one transaction) shall be deemed a Transfer provided however, a private equity financing of the Tenant in which more than an aggregate of fifty (50%) of the voting shares of Tenant or a transfer between or among current shareholders of Tenant of more than an aggregate of fifty percent (50%) of the voting shares of Tenant shall not be deemed a transfer under this Article 14 provided that any such sale or transfer was not consummated as defined belowa subterfuge to avoid the obligations of this Article 14. Notwithstanding any provision in this Lease to the contrary, Tenant shall not transfer mortgage, pledge, hypothecate or otherwise encumber this Lease or all or any part of Tenant’s interest under this Lease. Lxxxxxxx’s initials Tenant’s initials Notwithstanding anything to the contrary in this Section, Tenant may assign this Lease or sublease the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act an affiliate of Tenant (each a “Transfer” as defined below) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus determines in its reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Leasediscretion that, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transferthe assignment or sublease, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee affiliate has a creditworthiness at least equal net worth no less than Five Million Dollars ($5,000,000). Tenant will provide to or greater than Tenant’s as Landlord information to enable Landlord to make the determination of the date net worth of this Lease or at Tenant and the time of proposed Transfer, whichever is greateraffiliate. For purposes of this clause paragraph, an "affiliate" is an entity that (a) is majority owned by Tenant, owns a majority of Tenant or is majority owned by an entity that owns all the outstanding capital stock of Tenant; (b)) is an entity that merges with Tenant to create a new entity or that results from a consolidation or non-bankruptcy reorganization; (c) acquires all or substantially all the assets or stock of Tenant; or (d) Tenant is merged into, “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power result that Tenant ceases to control and manage exist after the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsmerger.

Landlord’s Consent Required. (a) Except for a Permitted Transfer, as defined otherwise provided in Paragraph 12.1(c) below, Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign”) or sublet all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent, which consent as provided shall not be unreasonably withheld. Relevant criteria in determining reasonableness of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Any assignment or subletting shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet or assign or enter into other arrangements such that the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 13.02 below856(d)(5) of the Internal Revenue Code (the “Code”); or (iii) sublet the Premises or assign this Lease in any other manner which could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) of the Code. Consent to one Transfer does not imply consent The requirements of this Section 12.1 shall apply to any other Transfer further subleasing by any subtenant. (b) A change in the control of Tenant shall constitute an assignment requiring Landlord’s consent. The transfer, on a cumulative basis, of twenty-five percent (25%) or waive more of the consent requirement. Any attempted Transfer voting or management control of Tenant shall constitute a change in control for this purpose. (c) Notwithstanding the provisions of Paragraph 12.1(a), Landlord agrees that during the twelve (12) month period after the Commencement Date, Tenant may assign this Lease, without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require obtaining the consent of Landlord, to a limited partnership (to be named XXxx XX) in which the partners (general and limited) are entities owned or controlled by PharmaFab, Inc., Xxxxx X. Xxxxxxxxxx or Xxxxxxx Xxxx (or a combination thereof). However, Tenant shall promptly notify Landlord provided that Landlord of such assignment. No such assignment shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one relieve Tenant of its obligations under this Lease or relieve Xxxxx X. Xxxxxxxxxx or Xxxxxxx Xxxx of their obligations as guarantors of the following (and provided further that the proposed Transfer complies with all other provisions obligations of Tenant under this Lease. Upon the request of Landlord, including, without limitation, this Article 13 Tenant shall (other than i) cause the first paragraph assignee to execute an instrument reasonably satisfactory to Landlord evidencing the assumption by such assignee of this Section 13.01), does not alter Landlordall of Tenant’s rights obligations under this Lease, and does not impose any additional obligation on Landlord): (aii) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date cause each guarantor of this Lease to execute a ratification of his or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsher guaranty.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign” or “assignment”) or sublet all or any part of the Premises Tenant’s interest or of its interest obligations in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent as provided in Section 13.02 below. Consent given under and subject to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election terms of Landlord. Any entity to this Paragraph 11 and Paragraph 34, which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) Landlord shall not require the withhold unreasonably; provided, that it shall not be unreasonable for Landlord to withhold its consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one if any of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all circumstances exist or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than may exist: (i) by license the transferee’s contemplated use of the right to Premises following the proposed assignment or subletting is different from the permitted use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or specified herein; (ii) in an armLandlord’s length transaction in which Tenant obtains market value for such assets reasonable business judgment, the transferee lacks sufficient business reputation or experience to operate a successful business of the type and the consideration paid to Tenant is retained by Tenant and available to pay amounts due quality permitted under the Lease as they become dueLease; (iii) in Landlord’s reasonable business judgment, and/or otherwise used by Tenant in the ordinary course present net worth of business (i.e., such consideration the transferee is not distributed sufficient to stockholders meet the obligations under the assignment or otherwise transferred to another party). Notwithstanding anything sublease; (iv) intentionally deleted; (v) the proposed assignment or subletting would breach any covenant of Landlord in any financing agreement or other agreement relating to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale Premises or otherwise; or (vi) the transferee requests an amendment to the Lease other than the identity of Tenant’s shares . “Net Worth” for purposes of this Lease shall be the tangible net worth of Tenant (not including goodwill as an asset and excluding any guarantors) established under generally accepted accounting principles consistently applied. A transfer of the ownership interests controlling Tenant shall be deemed a Transfer subject to the provisions an assignment of this Article 13Lease requiring Landlord’s consent unless such ownership interests are publicly traded. If Landlord fails to respond within (10) business days to any request for consent to any assignment or sublease from Tenant acknowledges that (including the covenants contained in this Section 13.01 are material receipt of any information reasonable requested by Landlord concerning such assignment or sublease, including a copy of such sublease or assignment and financial information of such transferee), then Tenant may give to Landlord a second written notice, which written notice must contain the transaction contained herein and caption “Notice of Deemed Approval of Assignment or Sublease,” reiterating the request that Landlord approve or disapprove of the assignment or sublease and stating that, if Landlord fails to do so within five (5) business days after the receipt by Landlord of such second notice from Tenant, Landlord shall havebe deemed to have approved the assignment or sublease. If Landlord fails to approve or disapprove the assignment or sublease within such five (5) business day period, in addition Landlord shall be deemed to any other rights and remedies available under this Lease have approved the assignment or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantssublease.

Landlord’s Consent Required. Except (i) for a Permitted TransferRelated Party Transfers, and (ii) as defined belowset forth in this Article, Tenant shall not transfer directly or indirectly assign this Lease, or sublet or license the Premises or any part portion thereof, or advertise the Premises for assignment or subletting, or permit the occupancy of all or any portion of the Premises or the use of its interest in this Lease to any portion of the Initial Tenant Work by any person other entitythan Tenant, whether including transfer by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale pledge or other transfer encumbrance (whether of all or substantially all of the stock or assets any portion of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights interest under this Lease, and does not impose or any additional obligation on Landlord): ownership interest (adirect or indirect) Any Transfer to an entity acquiring all in Tenant, or substantially all any portion of the stock Initial Tenant Work or assets any equipment, machinery, trade fixture or other property paid for in whole or in part by any portion of Tenant, whether by way Landlord’s Allowance) each of merger, consolidation, acquisition or otherwise (any such entity, the foregoing actions are collectively referred to as a “Successor EntityTransfer”), so long nor advertise the availability of or market the Premises for a Transfer in whole or in part, without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Tenant complies with the provisions of this Article. An assignee, subtenant, licensee, or other occupant is referred to herein as a “Transferee”. It shall be reasonable for Landlord to withhold consent to a proposed Transfer (other than a Related Party Transfer) if the resulting tenant under the Lease has proposed Transferee does not have a creditworthiness at least net worth equal to or greater than Tenant’s as in excess of that of Tenant at the date Date of this Lease or at immediately prior to the time of proposed Transfer, whichever is greater; or , or if the use proposed to be made of the Premises (bor the applicable portion thereof) by the proposed Transferee is not a Permitted Use hereunder. A “Transfer” shall include any transfer of Tenant’s interest in this Lease by operation of law, the transfer or sale of a controlling interest in Tenant (whether direct or indirect, and whether in one transaction or in a series of related transactions), any “Related Party Transfer” (as defined below), and the grant of permission or license by Tenant to any other person or entity to use or occupy any portion of the Premises for any period of time or for any purpose whatsoever. Any Transfer shall be subject to an entity directly or indirectly controlledthis Lease, controlling, or under common control with Tenant (all of the provisions of which shall be conditions to such Transfer and be binding on any such entity, a “Related Entity”) so long as Transferee. No Transferee shall have any right further to Transfer its interest in the case of an assignment either the original Tenant or the assignee has Premises, and nothing herein shall impose any obligation on Landlord with respect to a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed further Transfer, whichever is greater. For purposes of this clause (b)Lease, the term “controlTransfer” shall mean possession not include any mortgage, pledge or other encumbrance on or of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly any equipment, machinery, trade fixture or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, property owned or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration which is not distributed to stockholders paid for in whole or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenantin part by any portion of Landlord’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsAllowance.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer voluntarily or by operation of law assign, license, franchise, transfer, mortgage, hypothecate, or otherwise encumber (collectively "Transfer") all or any part of this Lease or any interest therein, and shall not sublet, franchise, change ownership or license (also included as a "Transfer") all or any part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (includingPremises, without limitation by merger, consolidation, sale or other transfer of all or substantially all of first obtaining the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirementof Landlord. Any attempted Transfer without such consent being first had and obtained shall be wholly void at and shall confer no rights upon any third parties. Without in any way limiting Landlord's right to refuse to give such consent for any other reason or reasons, Landlord hereby reserves the election right to refuse to give such consent if in Landlord's sole discretion (i) the quality of the business operation conducted on the Premises is or may in any way be adversely affected during the Term of the Lease by such proposed Transfer, (ii) the financial net worth of a proposed new tenant is less than that of Tenant, or (iii) the proposed new tenant is a governmental agency or instrumentality thereof. Furthermore, Landlord hereby reserves the right to condition Landlord's consent to any Transfer upon Landlord's receipt from Tenant of a written agreement, in form and substance acceptable to Landlord, pursuant to which Tenant shall pay over to Landlord all rent or other consideration received by Tenant from any such subtenant or assignee, either initially or over the term of the assignment or sublease, in excess of the Rents called for hereunder, or, in case of the sublease of a portion of the Premises, in excess of such rent fairly allocable to such portion, after appropriate adjustments to assure that all other payments called for hereunder are taken into account (the "Transfer Premium"). Consent by Landlord to any Transfer of the Premises or any interest therein shall not be a waiver of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s 's rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long Section 7.1 as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantssubsequent Transfer.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet or assign or enter into other arrangements such that the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of its interest in the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any other entityperson in which Landlord owns an interest, whether directly or indirectly (by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all applying constructive ownership rules set forth in Section 856(d)(5) of the stock Internal Revenue Code (the "Code"); or assets (iii) sublet the Premises or assign this Lease in any other manner which could cause any portion of Tenantthe amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent which could cause any other income received by Landlord to fail to qualify as provided income described in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”856(c)(2) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph Code. The requirements of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose 12.1 shall apply to any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether further subleasing by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orsubtenant. (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as A change in the case control of Tenant shall constitute an assignment either the original Tenant requiring Landlord's consent. The transfer, on a cumulative basis, of 25% or the assignee has a creditworthiness at least equal to or greater than Tenant’s as more of the date voting or management control of Tenant shall constitute a change in control for this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantspurpose.

Landlord’s Consent Required. Except (a) Tenant shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign”) all or any part of Tenant’s interest in this Lease or in the Premises without Landlord’s prior written consent, which consent will not unreasonably be withheld provided that (i) Tenant has complied with the provisions of this subparagraph and Landlord has declined to exercise its rights thereunder; (ii) the proposed assignee is engaged in a business in the Premises which will be used in a manner which is in keeping with the then standards of the Building Complex and does not conflict with any exclusive use rights granted to any other tenant; (iii) the proposed assignee has reasonable financial worth in light of the responsibilities involved and Tenant shall have provided Landlord with reasonable evidence thereof; (iv) there is no Event of Default hereunder at the time Tenant makes its request for such consent; (v) the proposed assignee is not a Permitted Transfergovernmental or quasi-governmental agency; or (vi) the proposed assignee is not a tenant under or is not currently negotiating a lease with Landlord in any building owned by Landlord in the Denver metropolitan area (including in the Building Complex). Notwithstanding anything contained in Section 13 to the contrary, in the event Tenant requests Landlord’s consent to assign its interest in this Lease, Landlord shall have the right to (x) consent to such assignment in its reasonable discretion as defined belowdescribed in the preceding sentences; (y) refuse to grant such consent in Landlord’s reasonable discretion based upon the criteria described above; or (z) refuse to grant such consent and terminate this Lease as to the portion of the Premises with respect to which such consent was requested; provided, however, if Landlord refuses to grant such consent and elects to terminate the Lease as to such portion of the Premises, Tenant shall not transfer any part have the right within fifteen (15) days after Landlord’s exercise of its right to terminate to withdraw Tenant’s request for such consent and remain in possession of the Premises under the terms and conditions hereof. In the event the Lease is terminated as set forth herein, such termination shall be effective as of the date set forth in a written notice from Landlord to Tenant, which date shall in no event be more than thirty (30) days following such notice. If Landlord exercises its right to recapture any or all of the Premises pursuant to this Section 13.1(a), in no event shall Tenant be entitled to any proceeds derived from or relating to (directly or indirectly) any assignment of this Lease, or any sublease or sub-sublease by Landlord of any or all of the Premises. Tenant hereby agrees that in the event it desires to assign this Lease to any party, in whole or in part, Tenant shall notify Landlord not less than thirty (30) days prior to the date Tenant desires to assign this Lease (“Tenant’s Notice”). Tenant’s Notice shall set forth a description of the Premises to be assigned and the terms and conditions on which Tenant desires to assign this Lease. Landlord shall have thirty (30) days following receipt of Tenant’s Notice to exercise Landlord’s rights pursuant to (x), (y) and (z) above. If Landlord consents to such assignment, and if for any reason Tenant is unable to assign the applicable portion of its interest in this Lease on the terms and conditions contained in Tenant’s Notice within one hundred and twenty (120) days following its original notice to Landlord, Tenant agrees to reoffer the Premises to Landlord in accordance with the provisions hereof prior to assigning the same to any other entitythird party. Notwithstanding the foregoing, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially Landlord’s consent shall not be required for an assignment to an assignee who meets all of the stock following conditions as reasonably determined by Landlord and established under generally accepted accounting principles consistently applied at the time of the proposed assignment (“Permitted Assignee”). The Permitted Assignee shall (i) have a tangible net worth of $150 million or more; (ii) have on hand at the time of the proposed assignment cash and cash equivalents of $20.6 million or more; (iii) have total debt of less than 15.6% of total assets; (iv) have a profit margin of 3.1% or greater; (v) have a return on assets of Tenant2.6% or higher, and, (vi) if the Permitted Assignee is rated by S&P or Xxxxx’x, the long term debt rating must be investment grade. If the Permitted Assignee satisfies each of the foregoing criteria and executes an express assumption of liability hereunder, Tenant shall be released from any liability under this Lease arising after the effective date of such assignment. All other assignments shall require Landlord’s written consent, which shall not be unreasonably withheld, conditioned, or otherwisedelayed (as specified in Section 13.1). (b) Tenant shall not sublease all or act any portion of Tenant (each a “Transfer” ) the Premises without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to consent, which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Leasebe unreasonably withheld, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord):delayed or conditioned. (ac) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orIntentionally left blank. (bd) Any Transfer to an entity directly An assignment or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” subletting of Tenant’s assets interest in this Lease without Landlord’s specific prior written consent shall, at Landlord’s option, be a Default curable after notice per Section 13.1, or a non-curable Default without the necessity of any notice and grace period. If Landlord elects to treat such unconsented assignment or subletting as a non-curable Default, Landlord shall include without limitation have the transfer of assets having a value of more than 75% of the total value, as opposed right to number, of Tenant’s assets other than either: (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s businessterminate this Lease, or (ii) upon thirty (30) days written notice (“Landlord’s Notice”), increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises or one hundred ten percent (110%) of the Base Rent then in an armeffect. Pending determination of the new fair market rental value, if disputed by Tenant, Tenant shall pay the amount set forth in Landlord’s length transaction Notice, with any overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in which the event of such Default and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Tenant obtains shall be subject to similar adjustment to the then fair market value for such assets and the consideration paid to Tenant is retained as reasonably determined by Tenant and available to pay amounts due under Landlord (without the Lease as they become duebeing considered an encumbrance or any deduction for depreciation or obsolescence, and/or otherwise used by Tenant and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the ordinary course of business price previously in effect; (i.e., such consideration is not distributed to stockholders ii) any index-oriented rental or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants price adjustment formulas contained in this Section 13.01 are material Lease shall be adjusted to require that the base index be determined with reference to the transaction contained herein index applicable to the time of such adjustment; and that (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Landlord’s Notice. (e) Tenant’s remedy for any breach of this Section 13.1 by Landlord shall have, in addition be limited to any other rights and remedies available under this Lease or at law, the right to seek compensatory damages and/or injunctive relief and/or specific performance in order to enforce such covenantsrelief.

Landlord’s Consent Required. Except for Other than a Permitted Transfer, as defined below, Tenant shall not not, directly or indirectly, voluntarily or by operation of Law, sell, assign, encumber, mortgage, pledge, or otherwise transfer or hypothecate all of any part of the Premises, or Tenant’s leasehold estate hereunder, or sublet all or any portion of the Premises or of its interest in this Lease permit the Premises to any be occupied by anyone other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of than Tenant (each such act herein referred to as a “Transfer” ) ”), without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does each instance, which consent shall not imply consent to any other Transfer be unreasonably withheld, conditioned, or waive the consent requirementdelayed. Any attempted Transfer without Landlord’s prior written consent shall be void at the election of Landlord. Any entity to which and shall constitute a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions non-curable breach of this Lease. If Tenant is a partnership or a limited liability company, includingany cumulative transfer of at least fifty-one percent (51%) of the partnership or limited liability company membership interests, without limitationas applicable, this Article 13 (other than the first paragraph of this Section 13.01), does not alter shall constitute a Transfer and shall require Landlord’s rights under consent except as otherwise provided in this Lease. Without limiting the foregoing, it shall constitute a Transfer and does not impose any additional obligation on shall require Landlord): ’s consent if: (a) Any Transfer to an entity acquiring all Tenant is a limited partnership, there is a transfer of a general partner interest; or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlledif Tenant is a limited liability company, controllingthere is a transfer of any managing membership interest. If Tenant is a corporation, or under common control with Tenant (any such entity, change in a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial controlling interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% voting stock of the total value, as opposed to number, of Tenantcorporation shall constitute a Transfer and shall require Landlord’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party)prior consent. Notwithstanding the foregoing or anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchangein this Lease, any sale Transfer of Tenant’s shares any interest in Guarantor or in any Person owning a direct or indirect interest in Guarantor shall not be deemed constitute a Transfer subject to the provisions under this Section 11.1 or any other provision of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material Lease and shall be freely permitted without any notice to the transaction contained herein and that Landlord shall haveor any other requirement, provided however, in addition to any other rights and remedies available under the event a Guarantor Material Change occurs, Tenant shall comply with Section 5.4 of this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsAgreement.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not voluntarily or by operation of law assign, pledge, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant’s interest in this Lease to or in the Premises (any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each foregoing hereinafter may be referred to as a “Transfer” ) ”), or permit any Transfer to occur, without Landlord’s prior written consent as provided in Section 13.02 beloweach case. Consent A “Transfer” requiring Landlord’s consent hereunder shall include, without limitation, the use or occupancy of the Premises or any part thereof by any party other than Tenant, and the granting of concessions, licenses and the like with respect to one Transfer does not imply the Premises or any part thereof. Provided that Tenant’s request for consent reflects in prominent typeface that Landlord is required to any other Transfer or waive respond within such period, Landlord shall respond to Tenant’s written request for consent hereunder within ten (10) business days after Landlord’s receipt of the consent requirementwritten request from Tenant. Any attempted Transfer without such consent shall be void at the election and shall constitute an Event of Default under this Lease. Tenant’s written request for Landlord. Any entity ’s consent shall include, and Landlord’s ten (10) business day response period referred to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) above shall not require the consent of commence, unless and until Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one has received from Tenant, all of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): information: (a) Any Transfer financial statements for the proposed assignee or subtenant (b) a detailed description of the business the assignee or subtenant intends to an entity acquiring all operate at the Premises, (c) the proposed effective date of the assignment or substantially sublease, (d) a copy of the proposed sublease or assignment agreement which includes all of the stock material terms and conditions of the proposed assignment or assets sublease, (e) a reasonably detailed description of Tenant, whether any ownership or commercial relationship between Tenant and the proposed assignee or subtenant; and (f) a description of any Alterations the proposed assignee or subtenant desires to make to the Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by way of merger, consolidation, acquisition any person or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares written request shall not be deemed a Transfer subject considered complete until the information described in (a) of the previous sentence has been provided with respect to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantseach proposed guarantor.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer assign this lease, nor any right hereunder, nor sublet the premises, nor any part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (includingthereof, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity In exercising its reasonable discretion Landlord may consider all commercially relevant factors involved in the leasing of the premises including but not limited to which a Transfer is made is a “Transfereethe a) the creditworthiness and financial stability of the prospective assignee or subtenant; b) references of prior landlords; c) the past history of such subtenant, with respect to involvement in litigation and bankruptcy proceedings; d) the use, generation or disposal of hazardous materials. The presence of one negative factor enumerated above shall be deemed reasonable justification for Landlord’s withholding consent.” (b) The following involvement of Tenant or its assets in any transaction, or series of transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidationsale, acquisition acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise (any such entity, a “Successor Entity”otherwise), so long whether or not a formal assignment or hypothecation of this Lease or Tenant’s assets occurs, which results or will result in a reduction of the Net Worth of Tenant, as the resulting tenant under the Lease has a creditworthiness at least hereinafter defined, by an amount equal to or greater than Tenant’s twenty-five percent (25%) of such Net Worth of Tenant as it was represented to Landlord at the time of the date full execution and delivery of this Lease or at the time of proposed Transferthe most recent assignment to which Landlord has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever time said Net Worth of Tenant was or is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of shall be considered an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time by Tenant to which Landlord may reasonably withhold its consent. “Net Worth of proposed Transfer, whichever is greater. For Tenant” for purposes of this clause Lease shall be the net worth of Tenant (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly excluding any Guarantors) established under generally accepted accounting principles consistently applied. (c) An assignment or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” subletting of Tenant’s assets shall include interest in this Lease without limitation the transfer of assets having Landlord’s specific prior written consent shall, at Landlord’s option, be a value of more than 75% of the total value, as opposed to number, of Default curable after notice per Paragraph 13.1. (d) Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value remedy for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions breach of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Paragraph 12.1 by Landlord shall have, in addition be limited to any other rights and remedies available under this Lease or at law, the right to seek compensatory damages and/or injunctive relief and/or specific performance in order to enforce such covenantsrelief.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not assign, transfer, --------------------------- mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld, conditioned, or delayed. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet or assign or enter into other arrangements such that the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of its interest in the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any other entityperson in which Landlord owns an interest, whether directly or indirectly (by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all applying constructive ownership rules set forth in Section 856(d)(5) of the stock Internal Revenue Code (the "Code"); or assets (iii) sublet the Premises or assign this Lease in any other manner which could cause any portion of Tenantthe amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent which could cause any other income received by Landlord to fail to qualify as provided income described in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”856(c)(2) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph Code. The requirements of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” 12.1 shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition apply to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsfurther subleasing by any subtenant.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowprovided in Section 3.8.8, Tenant shall not not, without the prior written consent of Landlord: (i) assign, convey, mortgage or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any part thereof, whether voluntarily or by operation of law; or (ii) permit the use of the Premises or any part thereof by any person other than Tenant and its employees. Any such transfer, sublease or use described in the preceding sentence (herein referred to as a “Transfer”, which term shall include any reassignment of its interest in Lease after any initial assignment of this Lease by the original Tenant named herein, or any subsequent reassignment and any assignment of any sublease with respect to all or any portion of the Premises and any sub-subleasing of any portion of the Premises previously subleased) occurring without the prior written consent of Landlord shall be void and of no effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any party other entitythan Tenant shall not release Tenant from any covenant or obligation under this Lease. Landlord may require as a condition to its consent to any assignment of this Lease, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all to any subletting of the Premises, that the assignee or sublessee execute an instrument in form and substance satisfactory to Landlord in which such assignee or sublessee assumes the obligations of Tenant hereunder. For the purposes of this paragraph, the transfer or disposition (whether direct or indirect) of fifty percent (50%) or more of the capital stock or assets of Tenant, or otherwise) the merger, consolidation or act reorganization of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent such Tenant, shall be void at the election of Landlord. Any entity to which considered a Transfer is made is a “TransfereeTransfer.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer assign or encumber this Lease or any interest herein or permit the use of the Leased Premises or any part of the Premises or of its interest in this Lease to thereof by any party other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (includingthan Tenant, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) Such consent shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence be withheld, conditioned or delayed except upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord):determination that: (ai) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise transferee’s creditworthiness is insufficient (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease except that transferee’s creditworthiness shall be deemed sufficient if transferee has a creditworthiness at least net worth equal to or greater than Tenant’s Tenant as of the date Effective Date): or (ii) transferee’s business history or anticipated use of this Lease or at the time of proposed Transfer, whichever is greaterLeased Premises are not suitable for the Building; or (iii) any portion of the Building or Leased Premises would become subject to additional or different governmental laws or regulations as a consequence of the proposed transfer and/or the proposed transferee’s use and occupancy of the Leased Premises. Tenant acknowledges and agrees that in the event an Event of Default has occurred and is continuing under this Lease, as a condition precedent to the effect of any assignment of this Lease, Tenant shall enter into a settlement agreement with Landlord that is reasonably satisfactory to Tenant and Landlord and addresses any and all amounts then due and owing from Tenant to Landlord. (b) Any Transfer to an entity directly Tenant shall not sublet the Leased Premises or indirectly controlledany part thereof without the prior written consent of Landlord. Such consent shall not be withheld, controlling, conditioned or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenantdelayed except upon Landlord’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than determination that: (i) by license transferee’s business history or anticipated use of the right to use pharmaceutical products developed by Tenant in Leased Premises are not suitable for the ordinary course of Tenant’s business, or Building; or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and any portion of the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they Building or Leased Premises would become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to additional or different governmental laws or regulations as a consequence of the provisions proposed transfer and/or the proposed transferee’s use and occupancy of the Leased Premises. (c) Any attempted transfer in violation of the terms of this Article 13VIII shall, at Landlord’s option, be void. Tenant acknowledges that the covenants contained in this Section 13.01 are material Consent by Landlord to the transaction contained herein and that Landlord one or more transfers shall have, in addition not operate as a waiver of Landlord’s rights as to any other rights and remedies available under this Lease or at lawsubsequent transfers. In addition, Tenant shall not, without Landlord’s consent, publicly advertise the right to seek injunctive relief and/or specific performance in order to enforce such covenantsproposed rental rate for any transfer.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law or in the Premises (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each hereinafter collectively a “Transfer” ) ”), without Landlord’s prior written consent, which shall not be unreasonably withheld. Landlord shall respond to Tenant’s written request for consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive hereunder within thirty (30) days after Landlord’s receipt of the consent requirementwritten request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant’s written request for Landlord’s consent shall include, and Landlord’s thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the election Premises, (d) the proposed effective date of Landlordthe assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant and (h) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises. Any entity If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to which a Transfer is made each proposed guarantor. “Transfer” shall also include the transfer (a) if Tenant is a “Transferee.” The following transactions corporation, and Tenant’s stock is not publicly traded over a recognized securities exchange, of more than fifty percent (any 50%) of themthe voting stock of such corporation during the term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the corporation, or (b) if Tenant is a “Permitted Transfer”partnership or other entity, of more than fifty percent (50%) shall of the profit and loss participation in such partnership or entity during the term of this Lease (whether or not require in one or more transfers) or the consent dissolution, merger or liquidation of Landlord provided the partnership. Tenant’s sole remedy in the event that Landlord shall receive prior notice thereof plus reasonable evidence upon closing wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. If Landlord shall exercise any option to recapture the transaction is in fact one of the following (Premises, or shall deny a request for consent to a proposed assignment or sublease, Tenant shall indemnify, defend and provided further hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be made against Landlord by the proposed Transfer complies assignee or subtenant, or by any brokers or other persons claiming a commission or similar compensation in connection with all other provisions of this Leasethe proposed assignment or sublease; provided, including, without limitationhowever, this Article 13 (other than the first paragraph of this Section 13.01), does indemnity shall not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything apply to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale gross negligence or willful misconduct of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord.

Landlord’s Consent Required. Except for a Permitted TransferSubject to the remaining provisions of this Article 11, as defined belowbut notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any part of the Premises or of its interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld, conditioned or delayed if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other entitytenant in the Building; (6) the use, whether by salenature, assignmentbusiness, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale activities or other transfer of all or substantially all reputation in the business community of the stock proposed transferee (or assets of Tenantits principals, employees or otherwiseinvitees) or act of Tenant (each a “Transfer” ) without does not meet Landlord’s prior written consent as provided commercially reasonable standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in Section 13.02 belowconnection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Consent Tenant shall not be entitled to one Transfer does not imply receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any other Transfer such provision through specific performance or waive the consent requirementdeclaratory judgment. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions violation of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or is voidable at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord’s option.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer assign or encumber this Lease or any interest herein or permit the use of the Leased Premises or any part of the Premises or of its interest in this Lease to thereof by any party other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (includingthan Tenant, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) Such consent shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence be withheld, conditioned or delayed except upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord):'s determination that: (ai) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise transferee's creditworthiness is insufficient (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease except that transferee's creditworthiness shall be deemed sufficient if transferee has a creditworthiness at least net worth equal to or greater than Tenant’s Tenant as of the date of this Lease or at the time of proposed Transfer, whichever is greaterEffective Date); or (ii) transferee's business history or anticipated use of the Leased Premises are not suitable for the Building; or (iii) any portion of the Building or Leased Premises would become subject to additional or different governmental laws or regulations as a consequence of the proposed transfer and/or the proposed transferee's use and occupancy of the Leased Premises. Tenant acknowledges and agrees that in the event an Event of Default has occurred and is continuing under this Lease, as a condition precedent to the effect of any assignment of this Lease, Tenant shall enter into a settlement agreement with Landlord that is reasonably satisfactory to Tenant and Landlord and addresses any and all amounts then due and owing from Tenant to Landlord. (b) Any Transfer to an entity directly Tenant shall not sublet the Leased Premises or indirectly controlledany part thereof without the prior written consent of Landlord. Such consent shall not be withheld, controlling, conditioned or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than delayed except upon Landlord's determination that: (i) by license transferee's business history or anticipated use of the right to use pharmaceutical products developed by Tenant in Leased Premises are not suitable for the ordinary course of Tenant’s business, or Building; or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and any portion of the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they Building or Leased Premises would become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to additional or different governmental laws or regulations as a consequence of the provisions proposed transfer and/or the proposed transferee's use and occupancy of the Leased Premises. (c) Any attempted transfer in violation of the terms of this Article 13VIII shall, at Landlord's option, be void. Tenant acknowledges that the covenants contained in this Section 13.01 are material Consent by Landlord to the transaction contained herein and that Landlord one or more transfers shall have, in addition not operate as a waiver of Landlord's rights as to any other rights and remedies available under this Lease or at lawsubsequent transfers. In addition, Tenant shall not, without Landlord's consent, publicly advertise the right to seek injunctive relief and/or specific performance in order to enforce such covenantsproposed rental rate for any transfer.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any part interest therein, without the prior written consent of Landlord, which consent may be withheld by Landlord in its sole discretion, and any attempt to do so without such consent being first obtained shall be voidable and, at Landlord's election, shall constitute a default of Tenant under this Lease. Tenant shall not sublease all or any portion of the Premises or without the prior written consent of Landlord, which consent shall not be unreasonable withheld nor delayed. Notwithstanding anything herein to the contrary, in the event Tenant sells all of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all corporate stock or substantially all of its assets, upon the stock or assets of Tenant, or otherwise) or act written request of Tenant (each a “Transfer” ) without Landlord’s prior written consent as to Landlord to approve the assignment of the Tenant's interest under the Lease, provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction this Lease is in fact one of the following (good standing and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does Tenant is not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s in default hereunder as of the date of the request, Landlord shall approve the assignment of the Tenant's interest under this Lease or at to the time of proposed Transfer, whichever is greater; orpurchaser conditioned upon: (bi) Any Transfer The delivery to Landlord of a current financial statement of the purchaser showing a net worth and cash flow at least as positive as the net worth and cash flow of Tenant as disclosed in Tenant's most recent financial statement prior to the sale to the purchaser; (ii) the delivery to Landlord of evidence, reasonable acceptable to Landlord, of the sale of Tenant's stock or assets to the purchaser; (iii) the delivery to Landlord of evidence, reasonable acceptable to Landlord, of the organization, existence and good standing of the purchaser entity; (iv) the execution by Tenant and the purchaser, and delivery of an entity directly or indirectly controlledoriginal to Landlord, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either and assumption agreement inform and content reasonable acceptable to Landlord pursuant to which the original Tenant or purchaser shall assume the assignee has a creditworthiness at least equal to or greater than Tenant’s 's interests under this Lease and be bound by all of the terms hereof commencing as of the date of this Lease the assignment; and (v) the payment to or at on behalf of Landlord of Landlord's reasonable legal fees and costs, not to exceed $3,500, associated with the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership consideration and approval of the shares of beneficial interest assignment of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything 's interest hereunder to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantspurchaser.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, transfer or pledge this Lease or sublet the Premises or any part or interest thereof, or grant any license or concession or permit the use or occupancy of the Premises or of its interest in this Lease to any part thereof by anyone other entitythan Tenant, whether by sale, or suffer or permit any such assignment, mortgagetransfer, subleasepledge, license, transferconcession, operation of law subleasing or occupancy (includingeach, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) ”), in each case whether directly or indirectly, voluntarily or by operation of law, without Landlord’s prior written consent in each instance, except as expressly provided in Section 13.02 belowherein. Consent At least 20 business days prior to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent anticipated effective date of a proposed Transfer, Tenant shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of give Landlord provided that Landlord shall receive prior written notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies together with all other provisions of this Leaseinformation reasonably requested by Landlord to address Landlord’s decision criteria specified hereinafter, including, without limitation, this Article 13 a written description of all terms and conditions of the proposed Transfer, of all consideration therefor, copies of the proposed documentation effecting such Transfer, and any information requested by Landlord relating to the proposed transferee, its proposed use of the Premises (other than the first paragraph including, without limitation, any proposed use of this Section 13.01Hazardous Substances), does not alter Landlord’s rights under this Leaseand credit information (collectively, and does not impose any additional obligation on Landlord): (a) Any the “Transfer to an entity acquiring all or substantially all Notice”). Landlord shall notify Tenant in writing, within 10 business days after receipt of the stock or assets of TenantTransfer Notice, whether by way of merger, consolidation, acquisition or otherwise that Landlord elects either: (any such entity, a “Successor Entity”), i) to terminate this Lease as to the space so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s affected as of the date such transfer is proposed to be effective (or if no date is proposed, within 60 days after Landlord’s receipt of the Transfer Notice); or (ii) to consent to the proposed Transfer, subject, however, to Landlord’s prior written consent of the proposed assignee or subtenant and of any related documents or agreements associated with the proposed Transfer as provided herein. Notwithstanding the foregoing, Landlord shall only have the option to terminate this Lease in accordance with clause (i) above in the event of any proposed assignment of this Lease (other than a Permitted Transfer pursuant to Section 17.5 below) or at in the time event that the proposed Transfer is a sublease that would result in 50% or more of the rentable square footage of the Premises being subject to the Transfer. If Landlord should fail to notify Tenant in writing of such election within said period, Landlord shall be deemed to have waived option (i) above, but written consent by Landlord shall still be required. If Landlord does not exercise option (i) above, Landlord’s consent to a proposed Transfer shall not be unreasonably withheld. Consent to any Transfer shall not constitute consent to any subsequent Transfer. Notwithstanding the above, whichever is greater; orTenant, within 5 days after receipt of Landlord’s notice of intent to terminate, may withdraw its request for consent to the Transfer. In that event, Landlord’s election to terminate the Lease shall be null and void and of no force and effect. (b) Any Transfer Without limiting the other instances in which it may be reasonable for Landlord to an entity directly or indirectly controlledwithhold Landlord’s consent to a Transfer, controllingit shall be reasonable for Landlord to withhold Landlord’s consent in the following instances, or as determined by Landlord in good faith: (i) if the proposed assignee does not agree to execute and deliver to Landlord Landlord’s standard form assumption agreement, whereby the proposed assignee agrees to be bound by and assume the obligations of Tenant under common control with Tenant (any such entity, a “Related Entity”) so long as this Lease in the case of an assignment either assignment, or consent agreement in the original Tenant case of a sublease, or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date any guarantor of this Lease or at does not consent to the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power each case in form and substance satisfactory to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or Landlord; (ii) the use of the Premises by the proposed assignee or subtenant would not be a Permitted Use or would violate any exclusivity or other arrangement which Landlord has with any other tenant or occupant or any Applicable Requirement or would increase the occupancy or parking density of the Building or Project, or would otherwise result in an arm’s length transaction undesirable tenant mix for the Building or Project; (iii) the proposed assignee or subtenant is not of sound financial condition; (iv) the proposed assignee or subtenant is a governmental agency; (v) the proposed assignee or subtenant does not have a good reputation as a tenant of property or a good business reputation; (vi) the proposed assignee or subtenant, or any affiliate thereof, is a person with whom Landlord is negotiating to lease space in the Project or is a present tenant of the Project; (vii) the assignment or subletting would entail any Alterations which Tenant obtains market would lessen the value for such assets and of the consideration paid to Tenant leasehold improvements in the Premises or use of any Hazardous Substances or other noxious use or use which may disturb other tenants of the Project; or (viii) there is retained then an uncured Event of Default by Tenant and available to pay amounts due under the Lease as they become duethis Lease, and/or otherwise used by or Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available has defaulted under this Lease on 3 or at lawmore occasions during any 12 month period preceding the date that Tenant requests consent. Failure by or refusal of Landlord to consent to a proposed assignee or subtenant shall not cause a termination of this Lease. In the event of any claim by Tenant that Landlord has breached its obligations under this Section 17.1, Tenant’s remedies shall be limited to recovery of its out-of-pocket damages and injunctive relief. Upon a termination under Section 17.1(a)(i), Landlord may lease the right Premises to seek injunctive relief and/or specific performance any party, including parties with whom Tenant has negotiated an assignment or sublease, without incurring any liability to Tenant. At the option of Landlord, a surrender and termination of this Lease shall operate as an assignment to Landlord of some or all subleases or subtenancies. Landlord shall exercise this option by giving notice of that assignment to such subtenants on or before the effective date of the surrender and termination. In connection with each request for consent to a Transfer, Tenant shall pay to Landlord $1,200 for approving such request, as well as all out-of-pocket costs incurred by Landlord or any Holder in order to enforce approving such covenantsrequest and effecting such Transfer, including, without limitation, reasonable attorneys’ fees. Any Transfer which conflicts with the provisions hereof shall constitute an Event of Default hereunder and shall be void.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law or in the Premises (includinghereinafter collectively a "Transfer"), without limitation by mergerLandlord's prior written consent, consolidation, sale or other transfer of all or substantially all which shall not be unreasonably withheld. Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the stock or assets of written request from Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without such consent shall be void at the election and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord. Any entity 's consent shall include, and Landlord's thirty (30) day response period referred to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) above shall not require the consent of commence, unless and until Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one has received from Tenant, all of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): information: (a) Any Transfer financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to an entity acquiring all operate at the Premises, (e) the proposed effective date of the assignment or substantially sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, and (g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant's written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (a) if Tenant is a corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than twenty five percent (25%) of the voting stock of such corporation during the Term of this Lease (whether or not in one or more transfers) or the dissolution or merger of the corporation, or (b) if Tenant is a partnership or other entity, of more than twenty five percent (25%) of the profit and loss participation in such partnership or entity during the term of this Lease (whether or not in one or more transfers) or the dissolution or liquidation of the partnership. If Tenant is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not be entitled to change or convert to (i) a limited liability company, (ii) a limited liability partnership or (iii) any other entity which possesses the characteristics of limited liability without the prior written consent of Landlord, which consent may be given or withheld in Landlord’s sole discretion. The involvement by Tenant or its assets in any transaction, or series of Tenant, whether transactions (by way of merger, consolidationsale, acquisition acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise (any otherwise) whether or not a formal assignment or hypothecation of this Lease or Tenant's assets occurs, shall be considered to be an assignment of this Lease by Tenant to which Landlord may reasonably withhold its consent unless after such entity, transaction or series of transactions the surviving entity will have a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness net worth at least equal to or greater than Tenant’s as the net worth of the Tenant immediately preceding the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as Lease. Tenant's sole remedy in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and event that Landlord shall have, wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in addition no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. If Landlord shall exercise any option to recapture the Premises, or shall deny a request for consent to a proposed assignment or sublease, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be made against Landlord by the proposed assignee or subtenant, or by any brokers or other rights and remedies available under this Lease persons claiming a commission or at law, similar compensation in connection with the right to seek injunctive relief and/or specific performance in order to enforce such covenantsproposed assignment or sublease.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not voluntarily or by operation of law assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet a11 or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent, which consent will not unreasonably be withheld provided that (i) Tenant has complied with the provisions of this subparagraph and Landlord has declined to exercise its rights thereunder; (ii) the proposed subtenant or assignee is engaged in a business in the Premises which will be used in a manner which is in keeping with the then standards of the Building Complex and does not conflict with any exclusive use rights granted to any other tenant; (iii) the proposed subtenant or assignee has reasonable financial worth in light of the responsibilities involved and Tenant shall have provided Landlord with reasonable evidence thereof; (iv) Tenant is not in default hereunder at the time it makes its request for such consent; (v) the proposed subtenant or assignee is not a governmental or quasi-governmental agency; (vi) the proposed subtenant or assignee is not a tenant under or is not currently negotiating a lease with Landlord in any building owned by Landlord in the Denver metropolitan area (including in the Building Complex); or (vii) the rent under such sublease or assignment is not less than the rent to be paid by Tenant for such space under the Lease and is not less than eighty-five percent (85%) of the rental rate then being offered by Landlord for similar space in the Building Complex. Notwithstanding anything contained in Section 13 to the contrary, in the event Tenant requests Landlord's consent to sublet all or a portion of the Premises or to assign its interest in this Lease, Landlord shall have the right to (x) consent to such sublease or assignment in its reasonable discretion as described in the preceding sentences; (y) refuse to grant such consent in Landlord's reasonable discretion based upon the criteria described above; or (z) refuse to grant such consent and terminate this Lease as to the portion of the Premises with respect to which such consent was requested; provided, however, if Landlord refuses to grant such consent and elects to terminate the Lease as to such portion of the Premises, Tenant shall have the right within fifteen (15) days after Landlord's exercise of its right to terminate to withdraw Tenant's request for such consent and remain in possession of the Premises under the terms and conditions hereof. In the event the Lease is terminated as set forth herein, such termination shall be effective as of the date set forth in a written notice from Landlord to Tenant, which date shall in no event be more than thirty (30) days following such notice. Tenant hereby agrees that in the event it desires to sublease all or any portion of the Premises or assign this Lease to any party, in whole or in part, Tenant shall notify Landlord not less than sixty (60) days prior to the date Tenant desires to sublease such portion of the Premises or assign this Lease ("Tenant's Notice"). Tenant's Notice shall set forth a description of the Premises to be so sublet or assigned and the terms and conditions on which Tenant desires to sublet the Premises or assign this Lease. Landlord shall have forty-five (45) days following receipt of Tenant's Notice to exercise Landlord's rights pursuant to (x), (y) and (z) above. If Landlord consents to such sublease or assignment, and if for any reason Tenant is unable to sublet said portion of the Premises or assign the applicable portion of its interest in this Lease on the terms and conditions contained in Tenant's Notice within one hundred and twenty (120) days following its original notice to Landlord, Tenant agrees to re-offer the Premises to Landlord in accordance with the provisions hereof prior to subleasing or assigning the same to any other entity, whether by sale, assignment, mortgage, sublease, license, third party. (b) A change in the control of Tenant shall constitute an assignment requiring Landlord's consent. The transfer, operation on a cumulative basis, of law twenty-five percent (including, without limitation by merger, consolidation, sale 25%) or other transfer of all or substantially all more of the stock or assets voting control of Tenant, or otherwiseshall constitute a change in control for this purpose. (c) or act The involvement of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided or its assets in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer transaction or waive the consent requirement. Any attempted Transfer without consent shall be void at the election series of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidationsale, acquisition acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise (any such entity, a “Successor Entity”otherwise), so long whether or not a formal assignment or hypothecation of this Lease or Tenant's assets occurs, which results or will result in a reduction of the Net Worth of Tenant, as the resulting tenant under the Lease has a creditworthiness at least hereinafter defined, by an amount equal to or greater than Tenant’s twenty-five percent (25%) of such Net Worth of Tenant as it was represented to Landlord at the time of the date full execution and delivery of this Lease Lease, or at the time of proposed Transferthe most recent assignment to which Landlord has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, at whichever time said Net Worth of Tenant was or is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of shall be considered an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time by Tenant to which Landlord may reasonably withhold its consent. "Net Worth of proposed Transfer, whichever is greater. For Tenant" for purposes of this clause Lease shall be the net worth of Tenant (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly excluding any Guarantors) established under generally accepted accounting principles consistently applied. (d) An assignment or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” subletting of Tenant’s assets 's interest in this Lease without Landlord's specific prior written consent shall, at Landlord's option, be a Default curable after notice per Section 13.1, or a non-curable Default without the necessity of any notice and grace period. If Landlord elects to treat such unconsented assignment or subletting as a non-curable Default, Landlord shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of have the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s businesseither: (i)terminate this Lease, or (ii) upon thirty (30) days written notice ("Landlord's Notice"), increase the monthly Base Rent for the Premises to the greater of the then fair market rental value of the Premises, as reasonably determined by Landlord, or one hundred ten percent (110%) of the Base Rent then in an arm’s length transaction effect. Pending determination of the new fair market rental value, if disputed by Tenant, Tenant shall pay the amount set forth in which Landlord's Notice, with any overpayment credited against the next installment(s) of Base Rent coming due, and any underpayment for the period retroactively to the effective date of the adjustment being due and payable immediately upon the determination thereof. Further, in the event of such Default and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Tenant obtains shall be subject to similar adjustment to the then fair market value for such assets and the consideration paid to Tenant is retained as reasonably determined by Tenant and available to pay amounts due under Landlord (without the Lease as they become duebeing considered an encumbrance or any deduction for depreciation or obsolescence, and/or otherwise used by Tenant and considering the Premises at its highest and best use and in good condition) or one hundred ten percent (110%) of the ordinary course of business price previously in effect; (i.e., such consideration is not distributed to stockholders ii) any index-oriented rental or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants price adjustment formulas contained in this Section 13.01 are material Lease shall be adjusted to require that the base index be determined with reference to the transaction contained herein index applicable to the time of such adjustment; and that (iii) any fixed rental adjustments scheduled during the remainder of the Lease term shall be increased in the same ratio as the new rental bears to the Base Rent in effect immediately prior to the adjustment specified in Landlord's Notice. (e) Tenant's remedy for any breach of this Section 13.1 by Landlord shall have, in addition be limited to any other rights and remedies available under this Lease or at law, the right to seek compensatory damages and/or injunctive relief and/or specific performance in order to enforce such covenantsrelief.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law or in the Premises (includinghereinafter collectively a "TRANSFER"), without limitation by mergerLandlord's prior written consent, consolidation, sale or other transfer which consent shall not be unreasonably withheld. Landlord shall respond to Tenant's written request for consent hereunder within fifteen (15) business days after Landlord's receipt of all or substantially all a written request from Tenant. If Landlord fails to respond in writing to such written request for Landlord's approval of any proposed Transfer (the "First Request") within fifteen (15) business days following Landlord's receipt of the stock or assets First Request, then Tenant shall send to Landlord a second written request for Landlord's approval (the "Second Request"), which such Second Request shall contain a statement in bold letters of Tenanta large font at the top such document stating that "Landlord's failure to respond to this document within seven (7) business days will constitute Landlord's deemed approval of the Transfer requested herein." If Landlord fails to respond to the Second Notice within seven (7) business days following Landlord's receipt of the Second Notice, or otherwise) or act then such failure shall be deemed to constitute Landlord's approval of Tenant (each a “the Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without such consent shall be void and shall constitute a default under this Lease. If the entity(ies) which directly or indirectly controls the voting shares/rights of Tenant changes at the election any time, such change of Landlord. Any entity to which ownership or control shall constitute a Transfer unless Tenant is made an entity whose outstanding stock is listed on a “Transferee.” The following transactions (any recognized securities exchange or if at least 80% of themits voting stock is owned by another entity, a “Permitted Transfer”) the voting stock of which is so listed. Tenant's written request for Landlord's consent shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one include all of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): information: (a) Any Transfer to an entity acquiring all financial statements for the proposed assignee or substantially all of the stock or assets of Tenantsubtenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in reasonably detailed description of the case of an assignment either the original Tenant or business the assignee has or subtenant intends to operate at the Premises, and (c) a creditworthiness at least equal to or greater than Tenant’s as copy of the date executed letter of this Lease intent for the proposed sublease or at assignment which includes the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership material terms and conditions of the shares of beneficial interest proposed assignment or sublease (provided, however, if any of the entity in question together with material terms of such sublease or assignment agreement materially change from the power to control and manage the affairs thereof either directly or by election approved letter of directors and/or officers. For purposes of this Section 13.01intent, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the Landlord's right to use pharmaceutical products developed by Tenant in consent and Landlord's fifteen (15) business day period shall once again apply with respect to the ordinary course of Tenant’s business, revised proposed sublease or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another partyassignment). Notwithstanding anything to the contrary hereincontained in this Article 16, so long provided Tenant is not in default after expiration of any applicable notice and cure periods, Tenant shall have the right, without Landlord's consent, upon fifteen (15) days advance written notice to Landlord, to assign the Lease or sublet the whole or any part of the Premises (a) to any entity or entities which are owned by Tenant, or which owns Tenant, (b) in connection with the sale or transfer of substantially all of the assets of Tenant or the sale or transfer of substantially all of the outstanding ownership interests in Tenant, or (c) in connection with a merger, consolidation or other corporate reorganization of Tenant (each of the transactions referenced in the above subparagraphs (a), (b), and (c) are hereinafter referred to as Tenant’s shares are traded on a nationally recognized stock exchange"Permitted Transfer," and each surviving entity shall hereinafter be referred to as a "Permitted Transferee"); provided, any sale of Tenant’s shares shall not be deemed a Transfer that such assignment or sublease is subject to the provisions following conditions: (i) Tenant shall remain fully liable under the terms of the Lease; (ii) such Permitted Transfer shall be subject to all of the terms, covenants and conditions of the Lease; (iii) if the entity which constitutes Tenant does not survive such transaction referenced above, such Permitted Transferee has a net worth at least equal to the net worth of Tenant as of the date of this Article 13. Lease; and (iv) such Permitted Transferee shall expressly assume the obligations of Tenant acknowledges that under the covenants contained in this Section 13.01 are material Lease by a document reasonably satisfactory to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowotherwise provided herein, Tenant shall may not voluntarily or by operation of law, sell, assign or otherwise transfer all or any part of the Premises or of its interest in this Lease or rights with respect to any other entitythe Premises or its leasehold or subleasehold estate hereunder (collectively, whether by sale"ASSIGNMENT"), assignment, mortgage, sublease, license, transfer, operation of law or (including, without limitation by merger, consolidation, sale or other transfer of subject to Section 18.9 below) permit all or substantially all any portion of the stock or assets of TenantPremises to be occupied by anyone other than itself, its employees, agents, and contractors, or otherwise) sublet all or act any portion of Tenant the Premises (each a “Transfer” collectively, "SUBLETTING") without Landlord’s 's prior written consent as provided in Section 13.02 beloweach instance, which shall not be unreasonably withheld, conditioned or delayed. Consent Any sale or transfer of Tenant's stock or other securities through any initial public offering or on any nationally-recognized stock exchange shall not be deemed an Assignment or Subletting hereunder. Under no circumstances shall Tenant mortgage, encumber, pledge or hypothecate this Lease or any interest in the Premises. Without limiting the circumstances in which it may be reasonable for Landlord to one Transfer does not imply withhold its consent to any other Transfer an Assignment or waive the consent requirement. Any attempted Transfer without consent Subletting, Landlord and Tenant acknowledge that it shall be void at reasonable for Landlord to withhold its [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 31 consent in the election of Landlord. Any entity to which a Transfer is made following instances: (i) the proposed assignee or subtenant is a “Transferee.” The following transactions governmental agency; (any of them, a “Permitted Transfer”ii) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one use of the following (and provided further that Premises by the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does assignee or subtenant would not alter Landlord’s rights be permitted under this Lease, and would entail any alterations which would lessen the value of the leasehold improvements in the Premises, would require increased services by Landlord or would violate any Applicable Law; (iii) the financial condition of the proposed assignee or subtenant does not impose meet the credit standards applied by Landlord for other tenants under leases in the Project with comparable terms; (iv) the Premises, or the relevant part thereof, will be used in a manner that will violate any additional negative covenant as to use contained in any other lease of space in the Building or Project; (v) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or subtenant; (vi) the proposed assignment or sublease involves a party who is a tenant in the Building or Project or involves a party with whom Landlord has negotiated for other space in the Building or Project within the six (6) months immediately preceding Tenant's notice to Landlord of a proposed Assignment or Subletting; (vii) Tenant is in default of any obligation on Landlord): (a) Any Transfer to an entity acquiring all of Tenant under this Lease, or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant Tenant has defaulted under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease on two (2) or at more occasions during the time of proposed Transfer, whichever is greaterTerm; or or (bviii) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either a Subletting of less than the original Tenant or entire Premises, if the assignee has a creditworthiness at least equal to or greater than Tenant’s as Subletting would result in the division of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of Premises into more than 50 percent ownership two subparcels or would require access to be provided through space leased or held for lease to another tenant or improvements to be made outside of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsPremises.

Landlord’s Consent Required. Tenant shall not assign this Lease or any interest therein, or sublet or license or permit the use or occupancy of the Premises or any part thereof by or for the benefit of anyone other than Tenant, or in any other manner transfer all or any part of Tenant’s interest under this Lease (each and all a “Transfer”), without the prior written consent of Landlord, which consent (subject to the other provisions of this Article 14) shall not be unreasonably withheld. Except for as set forth herein, if Tenant is a Permitted business entity, any direct or indirect transfer of fifty percent (50%) or more of the ownership interest of the entity (whether in a single transaction or in the aggregate through more than one transaction), including a merger or consolidation, shall be deemed a Transfer, as defined below. Notwithstanding any provision in this Lease to the contrary, Tenant shall not transfer mortgage, pledge, hypothecate or otherwise encumber this Lease or all or any part of the Premises or of its Tenant’s interest in under this Lease to any other entityLease. Any assignee, whether by salesubtenant, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale user or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each transferee under any proposed Transfer is herein called a “Transfer” ) Proposed Transferee”. Any approved or permitted assignee, subtenant, user or other transferee is herein called a “Transferee”. 14.1.1 Notwithstanding the above, Tenant may, without Landlord’s prior written consent as provided consent, but upon notice to Landlord, sublet all or any portion of the Premises or assign Tenant’s interest in Section 13.02 below. Consent to one Transfer does not imply consent to any this Lease to: (a) a subsidiary, affiliate, parent or other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to Tenant which controls, is controlled by, or is under common control with, Tenant; (b) a Transfer is made is successor entity to Tenant resulting from merger, consolidation, non-bankruptcy reorganization, or government action; or (c) a “Transferee.” The following transactions purchaser of all or any significant portion of Tenant’s assets (any of them, such parties a “Permitted TransferTransferee”) shall not require the consent of Landlord ), provided that (a) Tenant notifies Landlord of any such Transfer at least ten (10) business days prior to such Transfer, (b) Tenant promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Transfer and the Permitted Transferee, which Landlord shall receive prior notice maintain in confidence to the extent such information is not otherwise available to the public, except for disclosures thereof plus reasonable evidence upon closing that as required by law, or as necessary to Landlord’s counsel, accountants, lenders and advisers in connection with the transaction is in fact one operation and management of the following Project and the analysis of the Transfer, (and provided further that the proposed c) such Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does is not alter Landlord’s rights a subterfuge by Tenant to avoid its obligations under this Lease, and does not impose any additional obligation on Landlord): (ad) Any Transfer to an entity acquiring such Permitted Transferee shall at all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than times (i) by license be and remain throughout the Term a duly organized and validly existing entity, organized under the laws of any of the right fifty (50) States of the United States of America, and operating and licensed to use pharmaceutical products developed by Tenant do business and maintaining a principal place of business in the ordinary course State of Tenant’s businessCalifornia, or and (ii) have tangible net worth (not including goodwill as an asset) computed in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business accordance with generally accepted accounting principles consistently applied (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.the

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowpermitted in this Article 10, Tenant shall not sell, assign, mortgage, hypothecate, pledge or in any other manner transfer or encumber any part of the Premises or of its interest in this Lease or sublet or permit others to use or occupy any other entityportion of the Premises, whether by sale, assignment, mortgage, sublease, or grant any license, transferconcession, franchise or other rights or interest in this Lease or the Premises, voluntarily, by operation of law or otherwise (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenantforegoing are sometimes referred to collectively as a "Transfer") without in each case obtaining Landlord's prior written consent, which Landlord shall not unreasonably withhold, delay, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as condition provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord):conditions are satisfied: (a) Any Transfer to an entity acquiring all or substantially all At the effective date of the stock or assets of TenantTransfer, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or and at the time when Tenant requests Landlord's written consent thereto, this Lease must be in full force and effect, without Default on the part of proposed Transfer, whichever is greater; orTenant. (b) Any Transfer assignment of this Lease shall transfer to an entity directly the assignee all of Tenant's right, title and interest in this Lease and all of Tenant's estate or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as interest in the case Premises. (c) Any Transfer shall be subject to all the provisions, terms, covenants and conditions of an assignment either this Lease. Following a Transfer, the original Tenant-Transferor shall remain primarily and unconditionally liable and responsible for the performance of all Tenant obligations under the Lease. The continued liability of Tenant Transferor shall not be affected or limited by: (i) The release or discharge of Tenant or the assignee has a creditworthiness at least equal to assignee, sublessee or greater than Tenant’s as of the date of this Lease other transferee (collectively "Transferee") in bankruptcy or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or creditors' proceeding; (ii) in an arm’s length transaction in which Any rejection or disclaimer of Tenant obtains market value for such assets and or Transferee; (iii) Repossession of the consideration paid to Tenant is retained Premises by Landlord; (iv) Any application of any security or other deposit posted by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject Transferee pursuant to the provisions of this Article 13. Tenant acknowledges Lease; (v) Any exercise of or refraining from exercising, for any period of time whatsoever, any rights, including any right of Landlord to accelerate Rent obligations, against Tenant, Transferee or others available to Landlord by law or under the Lease; (vi) The addition or release of any persons or entities as additional Tenants or Transferees under the Lease or the fact that any Transferee has assumed liability for the covenants contained in this Section 13.01 are material performance of Tenant's obligations under the Lease; (vii) The acceptance of any further security or release of security for payment of Tenant's obligations under the Lease; (viii) Any further transfer or consent to transfer of Tenant's interest under the Lease or any part thereof; (ix) The performance of such other acts by Landlord as may be permitted under the Lease; (x) The granting of any license, concession or other agreement with respect to the transaction contained herein Premises; (xi) The assignment of Landlord's interest under the Lease; or (xii) Any amendment, modification, waiver or concession of or under the Lease entered between Landlord and Transferee, regardless of any failure to provide notice to or obtain the consent of Tenant, except that Landlord shall have, in addition to any other rights Tenant's liabilities and remedies available obligations under this Lease or at lawshall not be increased nor its rights diminished on account of same. (d) In addition to the above requirements, any sublease permitted under this Section shall contain provisions to the right to seek injunctive relief and/or specific performance in order to enforce effect that (i) such covenants.sublease is only for actual use and occupancy by the sublessee; `

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer either voluntarily or by operation of law, assign, mortgage, pledge, hypothecate or encumber this Lease or the leasehold interest created hereby or any part interest herein, or sublet the Premises or any portion thereof, or license the use of all or any portion of the Premises or of its interest in this Lease to permit any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law person to occupy or use the Premises or any portion thereof (includingcollectively referred to herein as a "Transfer"), without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided first had and obtained, which consent is subject to the following conditions: (i) the proposed transferee's use of the Premises must be consistent with Articles VIII and IX hereof; (ii) in Landlord's reasonable business judgment, the proposed transferee must have sufficient business reputation and experience to operate a successful business of the type and quality permitted under this Lease; (iii) in Landlord's reasonable business judgment, the percentage rent paid under this Lease that Landlord shall receive prior notice thereof plus reasonable evidence upon closing would reasonably anticipate receiving from the proposed transferee must not be less than the percentage rent that the transaction is in fact one of the following Landlord has received from Tenant; (and provided further that iv) the proposed Transfer complies with all must not breach any covenant of Landlord respecting radius, business location, use or exclusivity in any other provisions lease, financing agreement or any other agreement relating to the Shopping Center or, in Landlord's reasonable business judgment, create a tenant mix concern; (v) the net worth of this Lease, including, without limitation, this Article 13 (other the proposed transferee must not be less than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all greater of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s 's net worth as of the effective date of this Lease or at the time date of request for consent; (vi) twenty-five percent (25%) of any profit received by the Tenant from the proposed Transfer, whichever is greaterwhether during or after the Term of this Lease, shall be paid to Landlord when received; or and (bvii) Any Transfer to the proposed transferee must not be an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as existing tenant in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsShopping Center.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer voluntarily, by operation of law or otherwise, assign this Lease or enter into license or concession agreements, sublet all or any part of the Premises Premises, or otherwise transfer, mortgage, pledge, hypothecate, or encumber all or any part of its Tenant's interest in this Lease or in the Premises or any part thereof, or suffer or permit the Premises or any part thereof to be used by any third party other entitythan Tenant, whether by saleits authorized agents, assignmentemployees, mortgageinvitees, sublease, license, transfer, operation of law (includingand visitors, without limitation by mergerLandlord's prior written consent, consolidationand any attempt to do so without such consent being first had and obtained shall be wholly void and shall constitute a breach of this Lease. Landlord shall not unreasonably withhold or delay such consent. A period of fifteen (15) days for the granting or denial of such consent shall not be deemed to be an unreasonable delay. Notwithstanding the foregoing, sale Tenant may assign or other transfer of sublet all or substantially any portion of the Premises to a corporation affiliated with Tenant; provided that, Tenant shall remain obligated to perform all of the obligations to be performed by Tenant under the Lease. For purposes of the preceding sentence, a corporation shall be deemed affiliated with Tenant if a majority of its outstanding capital stock is owned by Tenant or assets by the same individuals that own a majority of the outstanding capital stock of Tenant, or otherwise) or act of . If Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent requests Landlord to one Transfer does not imply consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, Landlord's administrative and legal fees and expenses incurred in connection with any other Transfer such request to a maximum of Seven Hundred Fifty Dollars ($750). In the event of a subletting or waive assignment of the consent requirement. Any attempted Transfer without consent Premises pursuant to which Tenant receives or contracts to receive an amount in excess of its monetary obligations to Landlord, such excess less the cost associated with the subletting or assignment, shall be void at deemed "profit". All profit, whether received in monthly payments or as lump sum consideration shall be shared equally with the election of Landlord. Any entity to which Landlord on a Transfer is made is a “Transferee.” The following transactions fifty (any of them, a “Permitted Transfer”50) shall not require fifty (50) basis as consideration for the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all such subletting or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsassignment.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer either voluntarily or by operation of law, assign, mortgage, pledge, hypothecate or encumber this Lease or the leasehold interest created hereby or any part interest herein, or sublet the Premises or any portion thereof, or license the use of all or any portion of the Premises or permit any other person to occupy or use the Premises or any portion thereof (collectively referred to herein as a “Transfer”), without the written consent of its interest Landlord first had and obtained, which consent shall not be unreasonably withheld and which is subject to the following conditions: (i) the proposed transferee’s use of the Premises must be consistent with Articles 6 and 7 hereof; (ii) in Landlord’s reasonable business judgment, the proposed transferee must have sufficient business reputation and experience to operate a successful business of the type and quality permitted under this Lease; (iii) in Landlord’s reasonable business judgment, any percentage rent paid under this Lease to that Landmark National Bank Initials [ILLEGIBLE] Office Lease [ILLEGIBLE] 30182-00001 / 1798316.8 [Word] 1/7/03 Landlord would reasonably anticipate receiving from the proposed transferee must not be less than the percentage rent that Landlord has received from Tenant; (iv) the proposed Transfer must not breach any covenant of Landlord respecting radius, business location, use or exclusivity in any other entitylease, whether by salefinancing agreement or any other agreement relating to the Project or, assignmentin Landlord’s reasonable business judgment, mortgage, sublease, license, transfer, operation of law create a tenant mix concern; (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all v) the net worth of the stock or assets proposed transferee must not be less than the lesser of (a) the current net worth of Tenant, or otherwiseand (b) or act the amount equal to twice the remaining payments of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive Minimum Monthly Rent for the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one balance of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or then existing Term at the time of such Transfer; (vi) seventy-five percent (75%) of any profit received by the Tenant from the proposed Transfer, whichever is greaterwhether during or after the Lease Term, shall be paid to Landlord when received; or and (bvii) Any Transfer to the proposed transferee must not be an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as existing tenant in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsProject.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law or in the Premises (includinghereinafter collectively a "Transfer"), without limitation by mergerLandlord's prior written consent, consolidation, sale or other transfer of all or substantially all which shall not be unreasonably withheld. Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the stock or assets of written request from Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without such consent shall be void at the election and shall constitute a default and breach of this Lease. Tenant's written request for Landlord. Any entity 's consent shall include, and Landlord's thirty (30) day response period referred to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) above shall not require the consent of commence, unless and until Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one has received from Tenant, all of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): information: (a) Any Transfer to an entity acquiring all financial statements for the proposed assignee or substantially all subtenant prepared in accordance with generally accepted accounting principles for the lesser of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, past three (3) years or (ii) the time period the assignee or subtenant has been in an arm’s length transaction existence, (b) federal tax returns for the proposed assignee or subtenant for the lesser of (i) the past two (2) years or (ii) the time period the assignee or subtenant has been in existence, (c) a detailed description of the business the assignee or subtenant intends to operate at the Premises, (d) the proposed effective date of the assignment or sublease, (e) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (f) a detailed description of any ownership or commercial relationship between Tenant obtains market value for such assets and the consideration paid proposed assignee or subtenant, (g) a detailed description of any Alterations the proposed assignee or subtenant desires to Tenant is retained by Tenant make to the Premises, and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant (h) a Hazardous Materials Disclosure Certificate substantially in the ordinary course form of business Exhibit D attached hereto (i.e., such consideration is not distributed to stockholders or otherwise transferred to another partythe "Transferee HazMat Certificate"). Notwithstanding anything to If the contrary hereinobligations of the proposed assignee or subtenant will be guaranteed by any person or entity, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares 's written request shall not be deemed considered complete until the information described in (a) and (b) of the previous sentence has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (a) if Tenant is a Transfer subject to corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than twenty five percent (25%) of the provisions voting stock of such corporation during the term of this Article 13Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the corporation, or (b) if Tenant is a partnership, limited liability company, limited liability partnership or other entity, of more than twenty five percent (25%) of the profit and loss participation in such partnership or entity during the term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership, limited liability company, limited liability partnership or other entity. If Tenant acknowledges that is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not be entitled to change or convert to (i) a limited liability company, (ii) a limited liability partnership or (iii) any other entity which possesses the covenants contained characteristics of limited liability without the prior written consent of Landlord, which consent may be given or withheld in this Section 13.01 are material to Landlord's sole discretion. Tenant's sole remedy in the transaction contained herein and event that Landlord shall have, wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in addition no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. If Landlord shall exercise any option to recapture the Premises, or shall deny a request for consent to a proposed assignment or sublease, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be made against Landlord by the proposed assignee or subtenant, or by any brokers or other rights and remedies available under this Lease persons claiming a commission or at law, similar compensation in connection with the right to seek injunctive relief and/or specific performance in order to enforce such covenantsproposed assignment or sublease.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (includingor in the Premises, without limitation by mergerLandlord's prior written consent, consolidationwhich shall not be unreasonably withheld, sale delayed or other conditioned. A transfer of all or substantially all of the stock or assets of Tenantany percentage interest in Tenant (whether stock, partnership interest, limited liability membership, or otherwise) in a single transaction or act a related series of transactions; or any increase in the amount of issued and/or outstanding shares of capital stock of any corporate Tenant and/or the creation of one or more additional classes of capital stock of any corporate Tenant, in a single transaction or a related series of transactions, with the result that fifty percent (each a “Transfer” 50%) or more of the beneficial and record ownership in and to such Tenant shall be transferred or voting control of the company shall change, shall be deemed an assignment within the meaning of the foregoing sentence. Landlord and Tenant agree that the following factors may be considered by Landlord in any reasonable determination of the appropriateness of Tenant's request to assign or sublet the Premises: (a) The financial strength of the proposed subtenant/assignee must demonstrate an ability on the part of the subtenant/assignee to discharge the Tenant's obligations under this Lease; (b) The business reputation of the proposed subtenant/assignee shall not be detrimental to Landlord's development; (c) The use of the Premises by the proposed subtenant/assignee must be expressly authorized under paragraph 8 and will not be more environmentally sensitive than the use thereof by the existing Tenant. Landlord shall respond to Tenant's request for consent hereunder within ten (10) business days and any attempted assignment, transfer, mortgage, encumbrance or subletting without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without such consent shall be void at void, and shall constitute a breach of this Lease. Landlord's failure to respond to Tenant's request within the election required time period will be deemed a withholding of Landlordconsent. Any assignee or sublessee (including without limitation an assignee or surviving entity under the following subparagraph) must assume and agree to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one comply with and be bound by all of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, includingin full, without limitationand in a form reasonably satisfactory to Landlord, this Article 13 (other than the first paragraph obligations of this Section 13.01), does not alter Landlord’s rights Tenant under this Lease, Lease and does under any other written agreement now or hereafter existing between Landlord and Tenant. Landlord agrees that it shall not impose intentionally and advertently release from liability any additional obligation on Landlord): (a) Any Transfer assignee or sublessee who has assumed and agreed to an entity acquiring all or substantially comply with and be bound by all of the stock or assets provisions of Tenantthis Lease. Notwithstanding the foregoing, whether by way of merger, consolidation, acquisition or otherwise (any such entity, if Landlord has approved an assignee with a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness net worth at least equal to or greater than Tenant’s as that of Tenant (i) at the date of this Lease or at the time Landlord's approval of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) one (1) year later, and if no Event of Default in an arm’s length transaction in the payment of Rent has occurred during that one-year period, Landlord will release Tenant from all future liability under this Lease. Any release of Tenant will be prospective only and will not relieve Tenant from any liability to Landlord for acts or omissions occurring prior to the date on which Tenant obtains market value qualifies for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13release. Tenant acknowledges that will provide Landlord with true, accurate and complete financial information on the covenants contained in this Section 13.01 are material to the transaction contained herein and that assignee as Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, reasonably request accurately reflective of the right to seek injunctive relief and/or specific performance in order to enforce such covenantsassignee's financial condition as of both dates indicated above.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, “assign”) or sublet all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent which consent shall not be unreasonably withheld. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any substantial adverse change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet or assign or enter into other arrangements such that the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the sublessee or assignee; or (ii) sublet the Premises or assign this Lease in any other manner which could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as provided “rents from real property” within the meaning of Section 856(d) of the Code, or which could cause any other income received by Landlord to fail to qualify as income described in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”856(c)(2) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following Internal Revenue Code (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph “Code”). The requirements of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose 12.1 shall apply to any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether further subleasing by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orsubtenant. (b) Any Transfer Notwithstanding any provision in this Lease to the contrary, Tenant shall be entitled to assign this Lease or sublease all or a portion of the Premises without Landlord’s consent but only after written notice to Landlord, to a corporation or entity (an entity directly or indirectly controlled“Affiliate”) in control of, controlling, controlled by or under common control with Tenant. (c) Notwithstanding any provision in this Lease to the contrary, Tenant shall be entitled to assign this Lease in connection with a merger, consolidation or other business combination transaction, without Landlord’s consent but only after written notice to Landlord, provided that such surviving entity executes an agreement, in form and substance satisfactory to Landlord, which memorializes that such surviving corporation shall be fully liable for the performance of the obligations of Tenant under this Lease. (any such entity, a “Related Entity”d) so long as A change in the case control of Tenant shall constitute an assignment either the original Tenant requiring Landlord’s consent. The transfer, on a cumulative basis, of 51% or the assignee has a creditworthiness at least equal to or greater than Tenant’s as more of the date voting or management control of Tenant shall constitute a change in control for this Lease purpose. (e) No acceptance by Landlord of any rent or at any other sum of money from any assignee, sublessee or other category of transferee shall be deemed to constitute Landlord’s consent to any assignment, sublease, or transfer. No such assignment, subletting, occupancy or collection shall be deemed the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership acceptance of the shares assignee, tenant or occupant, as Tenant, or a release of beneficial interest of Tenant from the entity in question together with the power to control and manage the affairs thereof either directly or further performance by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” Tenant of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed obligations under this Lease. Any assignment or sublease consented to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares Landlord shall not be deemed a Transfer subject to the provisions of this Article 13. relieve Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition (or its assignee) from obtaining Landlord’s consent to any other rights and remedies available under this Lease subsequent assignment or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantssublease.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, sublet, mortgage, collaterally assign, or otherwise transfer or encumber (referred to as “Assignment of Interest”) all or any part of the Premises or of its Tenant’s interest in this the Lease to any other entityor in the Premises, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent, which consent as provided in Section 13.02 belowshall not be unreasonably withheld. Consent Landlord shall respond to one Transfer does not imply Tenant’s request for consent to any other Transfer or waive the consent requirementhereunder within fifteen (15) days of delivery of a request for Landlord’s approval, accompanied by all reasonable materials requested for Landlord’s review. Any attempted Transfer Assignment of Interest without Landlord’s consent shall be void at void, and shall constitute a material default and breach of this Lease without a requirement for notice to Tenant under any provision of this Lease. Notwithstanding the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of themforegoing, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with Tenant may assign all other provisions or part of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring or sublet all or substantially all part of the Premises, to: (i) any corporation that has the power to direct Tenant’s management and operation, or any corporation whose management and operation is controlled by Tenant; (ii) any corporation a majority of whose voting stock is owned by Tenant; (iii) any corporation in which or assets of with which Tenant, whether its corporate successors, or assigns, is merged or consolidated, in accordance with applicable statutory provisions for merger or consolidation of corporations, so long as the liabilities of the corporations participating in the merger or consolidation are assumed by way of the corporation surviving or created by such merger and the successor has a net worth no less than Tenant’s net worth immediately prior to such merger, consolidation, acquisition acquisition, or otherwise assumption; or (iv) any corporate successor to a successor corporation becoming such entity, a “Successor Entity”by either of the methods described in clause (iii) or (iv), so long as on the resulting tenant under completion of such merger, consolidation, acquisition, or assumption, the Lease successor has a creditworthiness at least equal to or greater net worth no less than Tenant’s as of the date of this Lease or at the time of proposed Transfernet worth immediately prior to such merger, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlledconsolidation, controllingacquisition, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsassumption.

Landlord’s Consent Required. Except for a Permitted Transfer(i) Prior to any Reinstatement, as defined belowand/or with respect to any portions of the Premises not subject to Reinstatement, Tenant shall not directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the Premises or the Building or Tenant's leasehold estate hereunder (the foregoing, including without limitation any mortgage, encumbrance or pledge of its Tenant's leasehold estate hereunder and/or Tenant's interest in this Lease the Building, collectively, "Assignment"), or permit the Premises or the Building to be occupied by anyone other than Tenant or sublet the Premises or lease the Building or any portion thereof (the foregoing, including without limitation any license or use agreement, any sub-sublease or subsequent subletting by any subtenant, sub-subtenant or other entityoccupant of any portion of the Premises, whether by saleand similar occupancy rights, assignmentcollectively, mortgage, sublease, license, transfer, operation of law (including"Sublease"), without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s 's prior written consent in each instance, which consent may be granted or withheld in Landlord's sole and absolute discretion. Any such Assignment or Subletting shall be defined collectively herein as a "Transfer". (ii) From and after any Reinstatement, and only with respect to those portions of the Premises and Building as to which a Reinstatement has occurred, except as otherwise provided in Section 13.02 belowthis Xxxxxxxxx 0, Xxxxxx shall not Transfer all or any portion of the Premises or Building without Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld. Consent to one Transfer does not imply Without otherwise limiting the criteria upon which Landlord may withhold its consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Leaseafter Reinstatement, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment if Landlord withholds its consent where either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license the creditworthiness of the right proposed Sublessee or Assignee is not acceptable to use pharmaceutical products developed by Tenant Landlord, in the ordinary course of Tenant’s businessLandlord's reasonable discretion, or to any Mortgagee, or (ii) the proposed Sublessee's or Assignee's use of the Premises is not in an arm’s length transaction in which Tenant obtains market value for such assets and compliance with the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease Permitted Use as they become due, and/or otherwise used by Tenant described in the ordinary course of business (i.e.Basic Lease Information, such consideration is not distributed to stockholders or otherwise transferred to another party)withholding of consent shall be presumptively reasonable. Notwithstanding anything If Landlord consents to the contrary hereinproposed Transfer, so long as Tenant’s shares are traded on Tenant may thereafter enter into a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to valid Sublease or Assignment upon the provisions of this Article 13. Tenant acknowledges that the covenants contained terms and conditions set forth in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsParagraph 9.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below(a) Subject to the provisions of this Paragraph 12, Tenant shall not transfer voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any part of the Premises or of its Tenant's interest in this Lease or in the Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. No consent by Landlord to any other entity, whether by sale, a particular assignment, sublease or mortgage shall constitute consent or approval of any subsequent assignment, sublease or mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary hereincontained in this Paragraph 12, so long as Tenant’s shares are traded on a nationally recognized stock exchangein no event may Tenant assign, sublease or license this Lease or the Premises to any sale entity whatsoever if, at the time of Tenant’s shares such assignment, mortgage, transfer, pledge or sublease, Tenant is in Breach under this Lease (and such Breach remains uncured). No consent by Landlord to any assignment or sublease shall not be deemed to release Tenant from its obligations hereunder and Tenant shall remain fully liable for performance of all obligations under this Lease. (b) Except as expressly provided in Paragraph 12.1(c) below, a Transfer subject to change in the control of Tenant shall constitute an assignment requiring Landlord's consent; provided, however that the provisions of this Article 13. Paragraph 12.1(b) shall not apply (and such change of control shall not constitute an "assignment" hereunder) in the case of any transfers in stock or other interests in Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to occurring at any other rights and remedies available under this Lease time during which Tenant is publicly traded on any national or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.regional stock or securities exchange or on any over-any-counter market (a "

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer sell, assign, transfer, mortgage or otherwise encumber this Lease or its interest herein (collectively “assign” or “assignment”) or sublet, rent or permit anyone to occupy the Premises, or any part thereof, or use any of the Premises or of its interest in facilities it may use under this Lease (collectively “sublet” or “sublease”), without obtaining the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole and absolute judgment as to any other entityassignment and which consent shall not be unreasonably withheld, whether by saleconditioned or delayed as to any assignment or sublease. When Xxxxxxxx's "consent" is referenced herein, it shall refer both to the approval of a proposed assignment/sublease and to any amendment thereof. Any attempted transfer, assignment, mortgagesublease, license or concession agreement, commissioned agent or hypothecation without Landlord’s written consent shall be void and confer no right upon the third person. (b) The consent of Landlord to any assignment or sublease, or the implementation of any assignment or sublease that may be permitted hereunder without Landlord’s consent, shall not be construed as a waiver or release of Tenant from liability for the performance of all covenants and obligations to be performed by Tenant under this Lease, nor shall the collection or acceptance of rent from any assignee or subtenant constitute a waiver or release of Tenant from any of its liabilities or obligations under this Lease, and the assignor Tenant shall remain jointly and severally liable for the continued performance of Tenant’s obligations. (c) Tenant shall list any subsidiary carriers in Exhibit F that Tenant intends, with landlord’s approval, to occupy and/or use the Premises. Changes made to this list during the term of this Lease are subject to approval by the Landlord and must be submitted in writing to the Transit Manager. Any such carrier shall be subject to all terms and conditions of this Lease. Failure of Tenant to list a subsidiary carrier at any time during the term of this Lease shall constitute a breach of the Lease. (d) Xxxxxx agrees to reimburse Landlord for Landlord’s reasonable attorney’s fees and costs incurred in conjunction with the processing and documentation of any such requested transfer, assignment, sublease, license or concession agreement, change of ownership or hypothecation of this Lease or Xxxxxx’s interest in and to the Premises. The consent in writing by Landlord to any transfer, assignment, sublease, license or concession agreement, change of ownership or hypothecation shall not constitute a waiver of the necessity for such consent to any subsequent attempted transfer, assignment, sublease, license or concession agreement, change of ownership or hypothecation. (e) Each transfer, assignment, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale concession agreement or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent hypothecation to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without which there has been consent shall be void at by instrument in writing, in form satisfactory to Landlord, and shall be executed by the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of themtransferor, a “Permitted Transfer”) assignor, sublessor, licensor, concessionaire, hypothecator or mortgagor and the transferee, assignee, sublessee, licensee, concessionaire, or mortgagee shall not require agree in writing for the consent benefit of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Leaseto assume, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Leaseto be bound by, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of perform the stock or assets of Tenantterms, whether by way of mergercovenants, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date and conditions of this Lease to be done, kept and performed by Xxxxxx. One executed copy of such written instrument shall be delivered to Landlord. Failure to first obtain in writing Landlord’s consent or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer failure to an entity directly or indirectly controlled, controlling, or under common control comply with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. shall operate to prevent any such transfer, assignment, sublease, license, concession agreement or hypothecation from becoming effective, and the same shall be considered as void ab initio. (f) No transfer, assignment, sublease, license, concession agreement or hypothecation, to which there has been consent, shall affect or diminish the obligation of Tenant acknowledges that or Tenant’s guarantor to perform all of the covenants contained in required to be performed by Tenant under the terms of this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLease.

Landlord’s Consent Required. Except Notwithstanding the provisions of ARTICLE XIII above, if requested by Tenant, Landlord agrees to execute its written consent to an assignment of this Lease to a trustee under a deed of trust (herein called "trust deed") for the benefit of a lender (herein called "encumbrancer"), upon and subject to the following covenants and conditions: (a) Said trust deed and all rights acquired thereunder shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease and to all rights and interests of the Landlord hereunder, except as herein otherwise provided; (b) In the event of any conflict between the provisions of this Lease and the provisions of any such trust deed, the provisions of this Lease shall control; (c) The prior written consent of Landlord shall not be required: (1) To a transfer of this Lease at a foreclosure sale under the trust deed, judicial foreclosure, or an assignment in lieu of foreclosure; or (2) To any subsequent transfer by the encumbrancer (i) if the encumbrancer is B.T. Commercial Corporation, any of its successors or assigns, or an established bank, savings and loan association or insurance company, and (ii) is the purchaser at such foreclosure sale; provided that in either such event that encumbrancer forthwith gives notice to the Landlord in writing of any such transfer setting forth the name and address of the transferee, the effective date of such transfer and the express agreement of the transferee assuming and agreeing to perform all of the obligations under this Lease, together with a copy of the document by which such transfer was made; and the payment to Landlord of a transfer fee of *** (increased by the percentage increase in the CPI from the date hereof to the date of such consent) in lieu of the transfer fee as provided under ARTICLE XIII above. Any transferee under the provisions of subparagraph (c)(1) above shall be liable to perform the obligations of the Tenant under this Lease only so long as such transferee holds title to the leasehold. Any subsequent transfer of the leasehold hereunder shall not be made without the prior written consent of the Landlord and shall be subject to the conditions relating thereto as set forth in ARTICLE XIII above. (d) Upon and immediately after the recording of the trust deed, Tenant, at Tenant's expense, shall cause to be recorded in the office of the Recorder of Orange County, California, a written request executed and acknowledged by Landlord for a Permitted Transfer, copy of any notice of default and of any notice of sale under the trust deed as defined belowprovided by the statutes of the State of California relating thereto. Concurrently with the execution of said consent, Tenant shall furnish to Landlord a complete copy of the trust deed and note secured thereby, together with the name and address of the holder thereof. No such encumbrance shall be valid or effective unless and until Landlord shall execute its written consent thereto as hereinabove in this ARTICLE XIV provided. Landlord agrees that it will not transfer terminate this Lease because of any default or breach hereunder on the part of Tenant if the Premises or encumbrancer under such deed of trust, within sixty (60) days after service of written notice on the encumbrancer by Landlord of its interest in intention to terminate this Lease for such default or breach, shall: (1) Cure such default or breach if the same can be cured by the payment or expenditure of money provided to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of be paid under the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions terms of this Lease, includingor if such default or breach is not so curable, without limitation, this Article 13 (other than cause the first paragraph trustee under the trust deed to commence and thereafter to diligently pursue to completion steps and proceedings for the exercise of this Section 13.01), does not alter Landlord’s rights the power of sale under this Lease, and does not impose any additional obligation on Landlord):pursuant to the trust deed in the manner provided by law; and ------------------------ *** Information omitted and filed separately with the Commission for confidential treatment. (a2) Any Transfer to an entity acquiring all or substantially Keep and perform all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date covenants and conditions of this Lease requiring the payment or at expenditure of money by Tenant until such time as said leasehold shall be sold upon foreclosure pursuant to the time of proposed Transfertrust deed or shall be released or reconveyed thereunder; provided, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlledhowever, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in that if the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as holder of the date trust deed shall fail or refuse to comply with any and all of the conditions of this Lease paragraph, then and thereupon Landlord shall be released from the covenant of forbearance herein contained. Any notice to the encumbrancer provided for in this paragraph may be given concurrently with or at the time after Landlord's notice of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid default to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant hereinafter provided in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsARTICLE XV.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant’s interest in the Lease or in the Premises, without Landlord’s prior written consent, which shall not be unreasonably withheld or delayed. It shall be reasonable for Landlord to deny consent if, for example and without limiting Landlord’s right to make other reasonable objections, (I) the use to be made of the Premises by the proposed assignee or sublessee would be prohibited by any other term of its interest this Lease; or (ii) the character, reputation and financial condition of the proposed assignee or sublessee are not reasonably satisfactory to Landlord. Notwithstanding anything to the contrary in this Lease to Lease, and without any other entityeffect upon Section 16.5 hereof, whether by saleTenant may, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer and without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of constituting an assignment under this Section 13.01)16.1 or sublease hereunder, does not alter Landlord’s rights under sublet the Premises or assign this Lease, and does not impose any additional obligation on Landlord): Lease to (a) Any Transfer to an entity acquiring all controlling, controlled by or substantially all of the stock or assets of under common Tenant’s Initials 12 Landlord’s Initials LW control with Tenant, whether (b) an entity related to Tenant by way of merger, consolidation, acquisition nonbankruptcy reorganization, or otherwise government action, or (any such entity, c) a “Successor Entity”), so long as the resulting tenant under the Lease has purchaser of a creditworthiness at least equal to or greater than substantial portion of Tenant’s as assets. A sale or transfer of the date Tenant’s capital stock shall not be deemed an assignment, subletting or any other transfer of this Lease or the Premises. Permitted Transfers shall be limited to transferees with financial capacity no less than that of Tenant at the time of the proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantstransfer.

Landlord’s Consent Required. Except for a “Permitted Transfer, as Transfers” (defined below), Tenant shall will not assign, sell, mortgage, encumber, convey or otherwise transfer all or any part of Tenant’s leasehold estate, or permit the Premises to be occupied by anyone other than Tenant and Tenant’s employees or sublet the Premises or of its interest in this Lease to any other entityportion thereof (each, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ”) without Landlord’s prior written consent, which consent as provided in Section 13.02 below. Consent to one Transfer does may not imply consent be unreasonably withheld, conditioned, or delayed with respect to any other Transfer assignment of this Lease or waive any subletting of the consent requirementPremises or any portion thereof. Any attempted Transfer without Lxxxxxxx’s consent shall not be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions considered unreasonably withheld (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of mergerexample and not limitation) if (i) the proposed subtenant’s or assignee’s creditworthiness does not meet the same criteria Landlord uses to select tenants for the Premises, consolidation, acquisition (ii) the proposed subtenant or otherwise (any such entity, assignee does not have a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least net worth which is equal to or greater than Tenant’s net worth as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controllingEffective Date, or under common control (iii) the proposed subtenant’s or assignee’s business is not suitable for the Premises as determined by Landlord in its reasonable determination. Tenant must supply Landlord with Tenant any and all documents reasonably requested by Landlord to evaluate any proposed Transfer at least thirty (any such entity, a “Related Entity”30) so long as days in advance of Tenant’s proposed Transfer date. In the case of an assignment either the original Tenant or of all of Tenant’s rights and obligations under this Lease to other than a “Permitted Transferee” (defined below), Lxxxxxxx’s consent shall not be effective until Lxxxxxxx has received written instrument in which the assignee has a creditworthiness at least equal assumed and agreed to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” perform all of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due obligations under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party)this Lease. Notwithstanding anything to the contrary hereincontained in this Lease, so long as no Transfer of this Lease shall release Tenant from its obligations under the Lease. The transfer, assignment or hypothecation of any stock, partnership interest, membership interest or other equity interest in Tenant’s shares are traded on a nationally recognized stock exchange, any sale in excess of Tenant’s shares fifty percent (50%) in the aggregate, shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantshereunder.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not The purpose of this Lease is to transfer any part possession of the Premises or of its interest in to Tenant for Tenant's personal use and Tenant has not entered into this Lease for the purpose of obtaining the right to any other entityconvey the leasehold to others. The ability of Tenant to assign or sublet the Premises is subsidiary and incidental to the underlying purpose of this Lease. Tenant will not, whether either voluntarily or by saleoperation of law, assignmentassign, transfer, mortgage, subleasepledge, licensehypothecate or encumber this Lease or any interest herein, transferand will not sublet the Premises or any part thereof or any right or privilege appurtenant thereto, operation or allow any other person (the employees, agents, servants and invitees of law (includingTenant excepted) to occupy or use the Premises or any portion thereof, without limitation the prior written consent of Landlord, which consent will not be unreasonably withheld or delayed. If Tenant is a partnership or corporation, any cumulative transfer of more than fifty percent (50%) of the partnership interests, or fifty percent (50%) of the voting stock (unless Tenant's stock is publicly traded on a nationally recognized exchange), as the case may be, will be deemed to be an assignment by Tenant of this Lease which assignment requires the prior written consent of Landlord. Tenant shall have the right without Landlord's consent (but with prior written notice to Landlord) to enter into an assignment or sublease with any entity controlling or controlled by Tenant or any entity succeeding to substantially all of the assets of Tenant as a result of a consolidation or merger, consolidation, sale or other transfer of any entity to which all or substantially all of the stock or assets of TenantTenant have been sold, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that on or before the effective date of any such transfer, the assignee, sublessee or transferee executes and delivers to Landlord shall receive prior notice thereof plus reasonable evidence upon closing an assignment and assumption agreement in form and content satisfactory to Landlord and executed by Tenant and such assignee, sublessee or transferee, as the case may be and that the transaction is in fact one assignee, sublessee or transferee has a net worth on the date of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least assignment equal to or greater than Tenant’s as of 's net worth on the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (Lease. Landlord's consent shall not be required for any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as transfer of the date stock of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are 's stock is publicly traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirementconsent. Any attempted Transfer assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void at and shall constitute a breach of the election of LandlordLease. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any transfer of them, a “Permitted Transfer”) shall not require Tenant’s interest in this Lease or in the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 Premises from Tenant by merger (other than a merger with an affiliate), consolidation or liquidation, or by any subsequent change in the first paragraph ownership of fifty percent (50%) or more of the capital stock of Tenant (in a single transaction not involving an affiliate) shall be deemed a prohibited assignment within the meaning of this Section 13.01), does not alter 16. As a condition of obtaining Landlord’s rights under this Leaseconsent, Tenant shall submit to Landlord together with its request for consent the name of the proposed assignee or subtenant, the terms and provisions of the proposed transaction, and does not impose any additional obligation on Landlord): (a) Any Transfer such information as to an entity acquiring all or substantially all the nature of the stock proposed assignee’s or assets subtenant’s business and its financial responsibility and standing as Landlord may reasonably require, together with the effective date of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness proposed transfer which shall be at least equal to or greater than Tenant’s as of thirty (30) days after the date of this Lease or at the time submission of such information to Landlord. Landlord’s failure to consent to any proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or transfer under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject unreasonably withheld if (a) the occupancy resulting from such transfer will not be consistent with the general character of the business carried on by the tenants of the Building or violates any rights or options held by any other tenant of the building; or (b) the proposed occupant pursuant to the provisions transfer does not have the financial strength and stability to perform its rental obligations or Landlord is unable to obtain guaranties from one or more affiliates of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance proposed occupant in order to enforce secure such covenantsfinancial obligations; or (c) any proposed sublease does not incorporate this Lease in its entirety so as to be subject to this Lease’s terms, or any such sublease does not require the sublessee to attorn to Landlord at Landlord’s option in the event of a default by Tenant under this Lease.

Landlord’s Consent Required. Except for in connection with a Permitted Transfer, as Transfer (defined belowin Section 12.D), Tenant shall may not assign, transfer or encumber any part of the Premises or of its interest in this Lease or sublease or allow any third party to use any portion of the Premises (collectively or individually, a "Transfer") without the prior written consent of Landlord, which consent shall not be unreasonably withheld if Landlord does not elect to exercise its termination rights under Section 12.B below. Without limitation, Tenant agrees that Landlord's consent shall not be considered unreasonably withheld if: (1) the proposed transferee's financial condition does not meet the criteria Landlord reasonably uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental agency; (3) the proposed transferee is a present occupant of the Building (but only if Landlord has available space within the Building which could accommodate the proposed transferee); (4) Landlord is engaged in active lease negotiations with the proposed transferee for other premises in the Building; (5) an event of default exists under this Lease; (6) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer and as such would increase Landlord's or other tenants Operating Expenses; (7) the proposed transferee's use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other entitytenant in the Building; (8) the use, whether by salenature, assignmentbusiness, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale activities or other transfer of all or substantially all reputation in the business community of the stock proposed transferee (or assets its principals, employees or invitees) are not acceptable to Landlord;; or (9) the proposed transferee is currently involved in litigation with Landlord or any of Tenant, or otherwise) or act of its affiliates. Tenant (each shall not be entitled to receive monetary damages based upon a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant's sole remedy shall be an action to enforce any other Transfer such provision through specific performance or waive the consent requirementdeclaratory judgment. Any attempted Transfer without consent shall be void in violation of this Article is voidable at the election of Landlord's option. Any entity Consent by Landlord to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”one or more Transfer(s) shall not require the consent operate as a waiver of Landlord provided that Landlord Landlord's rights to approve any subsequent Transfers. In no event shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed any Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights or Permitted Transfer release or relieve Tenant from any obligation under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (which shall include an assignment by operation of law other than as set forth in Section 18.1(d)(i)) (collectively, "assign") or sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld and shall be provided to Tenant within fifteen (15) days of Landlord's receipt of the request provided that Tenant's criteria includes the relevant criteria listed in the following sentence. Without limiting the factors, criteria, or circumstances under which Landlord may "reasonably" withhold its consent to a proposed assignment or sublease, and subject also to remaining provisions of this Section 18.1, Landlord may withhold its consent to any proposed assignment or sublease if any of the following facts or circumstances exist: (a) in the good faith business judgment of Landlord, the proposed assignee or subtenant would make an undesirable or inappropriate change or intensification of use of the Premises or the Common Areas; (b) Landlord has a good faith business reason for not having such proposed assignee or subtenant as an occupant of the Premises (e.g., a prior negative relationship between Landlord and such proposed assignee or subtenant and/or the business principals of the proposed assignee or subtenant, or Landlord has received negative references/comments from prior landlords and/or creditors of such proposed assignee or subtenant); (c) Such proposed assignee or subtenant does not have the financial strength and/or creditworthiness, in Landlord's good faith business judgment, sufficient to satisfy and perform Tenant's obligations under this Lease; or (d) leasing to such such proposed assignee or subtenant would violate any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to real estate investment trusts. Assignment or subletting shall not release Tenant from its interest obligations hereunder. Tenant shall not (i) sublet or assign or enter into other arrangements such that the amounts to be paid by the sub-tenant or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the sub-tenant or assignee; (ii) sublet the Premises or assign this Lease to any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Internal Revenue Code (the "Code"); or (iii) sublet the Premises or assign this Lease in any other entitymanner which could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, whether or which could cause any other income received by saleLandlord to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Section 18.1 shall apply to any further subleasing by any subtenant. (b) A change in the control of Tenant shall constitute an assignment requiring Landlord's consent. The transfer, on a cumulative basis, of 25% or mere of the voting or management control of Tenant or of the beneficial ownership interest in Tenant, directly or indirectly, shall constitute a change in control for this purpose. (c) No acceptance by Landlord of any rent or any other sum of money from any assignee, sub-tenant or other category of transferee shall be deemed to constitute Landlord's consent to any assignment, mortgage, sublease, licenseor transfer. Except as expressly provided below, transferno such assignment, operation subletting, occupancy or collection shall be deemed the acceptance of law the assignee, tenant or occupant, as Tenant, or a release of Tenant or Guarantor from the further performance by Tenant of Tenant's obligations under this Lease. However, notwithstanding the immediately preceding sentence, upon an assignment of this Lease to a third party that is unaffiliated with Tenant or Guarantor as to which Landlord's written consent has been obtained as provided above in Section 18.1(a), Guarantor shall be released from any further liability under this Lease or its guaranty as to those obligations of the Tenant under this Lease that accrue from and after the effective date of such assignment. Any assignment or sublease consented to by Landlord shall not relieve Tenant (includingor its assignee) from obtaining Landlord's consent to any subsequent assignment or sublease. Further, without limitation for any assignment or subletting after the initial term of this Lease, in the event that the rental due and payable by mergera sub-tenant under any such permitted sublease (or a combination of the rental payable under such sublease plus any bonus or other consideration therefor or incident thereto) exceeds the hereinabove provided rental payable under this Lease or if with respect to a permitted assignment, consolidation, sale permitted license or other transfer by Tenant permitted by Landlord, the consideration payable to Tenant by the assignee, licensee or other transferee exceeds the rental payable under this Lease, Tenant shall pay Landlord 50% of any such excess rental amounts or other consideration paid in connection with a sublease or assignment in within ten (10) days following receipt thereof by Tenant from such subtenant, assigns, licensee or other transferee, as the case might be. (d) Notwithstanding the prohibition contained in Section 18.1(a) hereof, Tenant, may at its sole discretion and upon prior written notice to Landlord and compliance with the provisions of Section 18.1(e) hereof, assign this Lease to: (i) to any person, corporation, partnership or other entity which acquires all or substantially all of the stock business or assets of Tenant or stock in Tenant, ; or otherwise(ii) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any person, corporation, partnership or other Transfer entity which controls, is controlled by or waive is under common control with Tenant; or (iii) to any affiliate (within the consent requirementmeaning of such term as set forth in Rule 501 of Regulation D under the Federal Securities Act of 1933) of Tenant. Any attempted Transfer without consent Notwithstanding the foregoing provisions of this Section 18.1(d), other than with respect to an assignment of this Lease that occurs in connection with a transaction described in item (i) above of this Section 18.1(d), in no event shall Tenant be void at the election permitted to use a series of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact more than one of the following (and provided further that the proposed Transfer complies with all other provisions permitted assignments or permitted transfers of this LeaseLease or permitted sales or conveyances of the capital stock or other equity interests in Tenant to "spin-off" or otherwise transfer or assign this Lease to a third party unrelated to Tenant. As an example, includingbut not a limitation of the foregoing, Tenant shall not assign this Lease to the parent corporation of Tenant or to any subsidiary of the parent corporation of Tenant or other entity controlled or under common control (directly or indirectly) with Tenant whose assets would consist primarily of this Lease and the rights granted herein and thereafter sell the stock or the equity interest of such assignee to a third party, the result of which would be to transfer this Lease to such third party without limitationobtaining Landlord's prior written consent. Any such assignment, this Article 13 (other than transfer, or conveyance shall be prohibited by the first paragraph terms of this Section 13.01), does not alter Landlord’s rights 18.1. (e) Any person who shall become an assignee of Tenant under this Lease, or become vested with Tenant's leasehold interest hereunder, or a portion thereof, shall be bound by and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring liable for all or substantially all covenants and provisions contained in this Lease, whether of the stock nature of covenants ordinarily running with the land or assets not, but neither Tenant, nor Guarantor, nor any subsequent tenant whose interest is assigned or divested, shall be relieved of liability hereunder except by an express, written release from liability executed in writing by Landlord. In case of any transfer or vesting of the leasehold interest hereunder or any part thereof, including those permitted by Section 18.1(d) above, it shall be a condition of the validity of such transfer or vesting of interest that, such purported assignee or transferee shall promptly execute and deliver to Landlord a written assumption of the obligations of Tenant hereunder, in such form that such person or persons shall thereupon be bound by and liable for all covenants and provisions of this Lease on the part of Tenant, whether to the same extent as was the original Tenant. If this Lease is assigned, Landlord may and is hereby empowered to collect rent from the assignee; if the Premises or any part thereof shall be sublet or occupied by way of merger, consolidation, acquisition any person or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater corporation other than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlledLandlord, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” event of Tenant’s assets shall include without limitation 's Default, may and is hereby empowered to collect rent from the transfer sublessee or occupant; in either of assets having a value of more than 75% of such events, Landlord may apply the total value, as opposed to number, of Tenant’s assets other than (i) net amount received by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything it to the contrary hereinRent herein reserved, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares and no such collection shall not be deemed a Transfer subject to waiver of the provisions covenant herein against assignment and subletting or the acceptance of this Article 13. the assignee, sublessee, or occupant as tenant or a release of Tenant acknowledges that from the further performance of the covenants herein contained in this Section 13.01 are material to on the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantspart of Tenant.

Landlord’s Consent Required. Except as set forth in this Article, Tenant shall not directly or indirectly assign this Lease, or sublet or license the Premises or any portion thereof, or advertise the Premises for assignment or subletting or permit the occupancy of all or any portion of the Premises by any person other than Tenant (each of the foregoing actions are collectively referred to as a "TRANSFER") without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, provided that Tenant complies with the provisions of this Article. It shall be reasonable for Landlord to withhold consent if a proposed assignee or a subtenant (or subtenants) that in the aggregate would sublease greater than fifty percent (50%) of the Premises, does not or do not have a creditworthiness that is acceptable to Landlord in light of the obligations being assumed by the Transferee. A Transfer shall include, without limitation, any transfer of Tenant's interest in this Lease by operation of law, merger or consolidation of Tenant into any other firm or corporation, and the transfer or sale of a controlling interest in Tenant, whether by sale of its capital stock or otherwise or any sale of all or a substantial part of Tenant's assets. Any Transfer shall be subject to this Lease, all of the provisions of which shall be conditions to such Transfer and be binding on any assignee, subtenant, or other occupant (any of the foregoing, a "Transferee"). No Transferee shall have any right further to transfer its interest in the Premises except back to Tenant, and nothing herein shall impose any obligation on Landlord to consider any request for a Permitted further Transfer. In no event shall Tenant propose, or enter into, a Transfer (other than a Related Party Transfer, as defined below, Tenant shall not transfer any part ) during the first 24 months of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “TransfereeTerm.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except Subject to the remaining provisions of this Article 11, but notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall, not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Building tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization or present occupant of the Property, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted TransferUse or any exclusive usage rights granted to any other tenant in the Building; (6) the use, as defined belownature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust (or pension fund) qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates, Tenant shall not transfer any part of the Premises or of be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any other Transfer such provision through specific performance or waive the consent requirementdeclaratory judgment. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions violation of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or is voidable at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord’s option.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease to any other entityor in the Premises, whether by salewithout Landlord's prior written consent, which shall not be unreasonably withheld. Any attempted assignment, transfer, mortgage, subleaseencumbrance or subletting Landlord's option constitute a breach of this Lease that entitles Landlord to terminate this Lease. Tenant agrees that the instrument by which any assignment or subletting consented to by Landlord is accomplished shall be in a form satisfactory to Landlord and shall expressly provide that the assignee or subtenant will perform and observe all the agreements, licensecovenants, transferconditions and provisions to be performed and observed by Tenant under this Lease as and when performance and observance is due and that Landlord will have the right to enforce such agreements, operation of law (includingcovenants, without limitation by merger, consolidation, sale conditions and provisions directly against such assignee or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirementsubtenant. Any attempted Transfer without consent shall be void at the election subtenant shall, by reason of Landlord. Any entity to which entering into a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights sublease under this Lease, be deemed, for the benefit of Landlord, to have assumed and does not impose any additional agreed to conform and comply with each and every obligation on Landlord): (a) Any Transfer of Tenant hereunder other than such obligations as are contrary to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, provisions contained in a “Successor Entity”), so long as the resulting tenant under the Lease subleas e to which Landlord has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as expressly consented in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greaterwriting . For purposes hereof, in the event Tenant is a partner ship, a withdrawal or change of this clause partners owning more than twenty-five percent (b)25%) of the general partnership interests in the partnership, “control” shall mean possession or, if Tenant is a corporation, any transfertra of more than 50 twenty-five percent ownership (25%) of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes its voting stock shall constitute a voluntary assignment of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLease.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowset forth in this Article, Tenant shall not transfer directly or indirectly assign this Lease, or sublet or license the Premises or any part portion thereof, or advertise the Premises for assignment or subletting or permit the occupancy of all or any portion of the Premises by any person other than Tenant (each of the foregoing actions are collectively referred to as a “Transfer”) without obtaining, on each occasion, the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided that Tenant complies with the provisions of its this Article. A Transfer shall include, without limitation, any transfer of Tenant’s interest in this Lease to by operation of law, merger or consolidation of Tenant into any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale firm or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Leasecorporation, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all the transfer or substantially all sale of the stock or assets of a controlling interest in Tenant, whether by way sale of merger, consolidation, acquisition its capital stock or otherwise or any sale of all or a substantial part of Tenant’s assets. Any Transfer shall be subject to this Lease, all of the provisions of which shall be conditions to such Transfer and be binding on any transferee. No transferee shall have any right further to transfer its interest in the Premises, and nothing herein shall impose any obligation on Landlord with respect to a further Transfer. The foregoing restrictions shall be binding on any assignee or sublessee to which Landlord has consented, provided, notwithstanding anything else contained in this Lease, Landlord’s consent to any further assignment, subleasing or any sub-subleasing by any approved assignee or sublessee may be withheld by Landlord at Landlord’s sole discretion. If Tenant does Transfer with (or without) Landlord’s consent, any option or other right that Tenant may have relating to the Premises, including any right to extend the Term or lease other premises, shall automatically be terminated. Xxxxxxxx’s Managing Agent (or such entity, other manager of the Building appointed from time to time by Landlord) shall be Tenant’s exclusive broker for a “Successor Entity”), period of six (6) months with respect to any proposed transfer so long as the resulting tenant under the Lease has a creditworthiness at least equal such Managing Agent uses its good faith best efforts to or greater than market in accordance with Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greaterdirections; or (b) Any Transfer and after such period Tenant may appoint a co-exclusive broker to an entity directly or indirectly controlled, controlling, or under common control serve along with Tenant (Landlord’s Managing Agent. Such Managing Agent shall be paid a brokerage fee for any transfer in accordance with such entity, a “Related Entity”) Managing Agent’s commission schedule then in effect so long as in the case such schedule is competitive with similar schedules of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsmajor Greater Boston brokerage firms.

Landlord’s Consent Required. Except for a Permitted TransferTenant will not assign this Lease, as defined belowin whole or in part, Tenant shall not transfer nor sublet all or any part of the Premises Premises, nor license concessions or of lease departments therein, nor pledge or encumber by mortgage or other instruments its interest in this Lease to without Landlord's prior written consent, which consent may be withheld by Landlord in its sole and absolute discretion. This prohibition includes any other entity, whether subletting or assignment which would otherwise occur by sale, assignment, mortgage, sublease, license, transfer, operation of law (includinglaw, without limitation by merger, consolidation, sale reorganization, transfer or other transfer change of all Tenant's corporate or substantially all proprietary structure, or an assignment or subletting to or by a receiver or trustee in any federal or state bankruptcy, insolvency, or other proceedings. Consent by Landlord to any assignment or subletting shall not constitute a waiver of the stock foregoing prohibition with respect to any subsequent assignment or assets of Tenantsubletting. Tenant shall pay and reimburse to Landlord the reasonable costs and expenses incurred by Landlord to cover Landlord's administrative cost, overhead and counsel fee in connection with any permitted assignment or otherwise) subletting and any and all additional reasonable costs and expenses incurred hereunder. Tenant shall have the right to sublet the Premises to a bona fide franchisee or act to any parent, subsidiary or affiliate corporation of Tenant (each a “Transfer” ) without Landlord’s 's prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of themapproval, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that (i) such sublessee continues to operate the transaction is business conducted in fact one of the following (Premises under the same Tenant Trade Name and provided further that in the proposed Transfer complies with same manner as Tenant and agrees expressly to be bound by all other provisions of this Lease, including(ii) Tenant remains liable under all of the terms and conditions of the Lease, without limitationand (iii) Tenant provides Landlord with a copy of the sublease agreement within thirty (30) days after execution of such agreement. So long as Xxxxxxxx Store I, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights Inc. is Tenant under this Lease, and does is not impose in default of any additional obligation on Landlord): (a) Any Transfer of the terms and conditions thereof, Landlord will not unreasonably withhold consent to an assignment of this Lease for any of the then remaining portion of the unexpired Term, to any business entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of mergerincluding this Lease and Tenant's interest in all other Xxxxxxxx Factory stores, consolidation, acquisition or otherwise provided: (any such entity, a “Successor Entity”), so long as i) the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as net assets of the date assignee shall not be less than the net assets of this Lease or Tenant at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date signing of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or Lease; (ii) such assignee continues to operate the business conducted in an arm’s length transaction the Premises under the Tenant Trade Name or a trade name acceptable to Landlord and in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by same manner as Tenant and available pursuant to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course all of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained Lease; (iii) such assignee shall have recognized experience in this Section 13.01 are material to the transaction contained herein and that Landlord successfully operating a similar, first-class business in a factory outlet shopping center; (iv) such assignee shall have, assume in addition to any other rights and remedies available writing all of Tenant's obligations under this Lease Lease; and (v) Tenant or at lawTenant's Guarantor continues to remain liable for the performance of all terms, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsincluding but not limited to, payment of Rental due under this Lease.

Landlord’s Consent Required. Except for a Permitted TransferSubject to the remaining provisions of this Article 11, as defined belowbut notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any part of the Premises or of its interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld, conditioned or delayed if: (1) the proposed transferee’s financial condition does not meet the commercially reasonable criteria landlords of the Comparable Buildings are then generally using to select tenants having similar leasehold obligations; (2) the proposed transferee is a governmental organization (other than in accordance with Section 11.E) or present occupant of the Property (unless Landlord is unable to accommodate such present occupant’s need for additional space in the Building of a size comparable to that portion of the Premises covered by the proposed Transfer), or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease beyond any applicable notice and cure period; (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other entitytenant in the Building; (6) the use, whether by salenature, assignmentbusiness, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale activities or other transfer of all or substantially all reputation in the business community of the stock proposed transferee (or assets of Tenantits principals, employees or otherwiseinvitees) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply meet the commercially reasonable criteria landlords of the Comparable Buildings are then generally using to select tenants; or (7) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates. Tenant shall not be entitled to receive monetary 2100 SPACE PARK DRIVE/LOCKHEED XXXXXX CORPORATION Office Lease damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any other Transfer such provision through specific performance or waive the consent requirementdeclaratory judgment. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions violation of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or is voidable at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord’s option.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part voluntarily or by operation of the Premises or of its interest in this Lease to any other entitylaw assign, whether by sale, assignment, mortgage, subleasesublet, license, transfer, operation of law (includingmortgage, without limitation by mergerchange ownership, consolidationhypothecate, sale or other transfer of otherwise encumber all or substantially all of the stock or assets any part of Tenant, ’s interest in this Lease or otherwise) or act of Tenant in the Premises (each a collectively “Transfer” ”) without Landlord’s the prior written consent as provided of Landlord in Section 13.02 beloweach instance, and any attempted Transfer without such consent shall be wholly void and shall confer no rights upon any third parties. Consent Without in any way limiting Landlord’s right to one refuse to give such consent for any other reason or reasons, Landlord reserves the right to refuse to give such consent if in Landlord’s sole discretion and opinion the quality of the business operation conducted on the Premises or throughout any other portion of the Shopping Center is, or may be, in any way adversely affected during the Lease Term by such proposed Transfer, or such Transfer does would result in a change of the Permitted Use, or the financial worth of the proposed new tenant (and Guarantor, if applicable) such consent shall not imply be unreasonably withheld. Tenant agrees to reimburse Landlord for Landlord’s reasonable legal and administrative expenses incurred in conjunction with the processing of documents relating to each proposed Transfer, whether or not the Transfer is consummated, which in any event shall not be any less than Seven Hundred Fifty and 00/100 Dollars ($750.00). Furthermore, Landlord hereby reserves the right to condition Landlord’s consent to any other Transfer assignment or waive the consent requirement. Any attempted Transfer without consent shall be void at the election sublease upon Landlord’s receipt from Tenant of a written agreement, in form and substance acceptable to Landlord. Any entity , pursuant to which a Transfer is made is a “Transferee.” The following transactions Tenant shall pay over to Landlord fifty percent (50%) of all rent received by Tenant from any of themsuch subtenant or assignee, a “Permitted Transfer”) shall not require either initially or over the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one term of the following (and provided further assignment or sublease, in excess of the rent called for hereunder, or, in case of the sublease of a portion of the Premises, in excess of such rent fairly allocable to such portion, after appropriate adjustments to assure that the proposed Transfer complies with all other provisions of this Leasepayments called for hereunder are taken into account; or, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter at Landlord’s rights under this Leaseoption, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of terminate this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for event such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration agreement is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsforthcoming.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law or in the Premises (includinghereinafter collectively a "Transfer"), without limitation by mergerLandlord's prior written consent, consolidationwhich shall not be unreasonably withheld, sale conditioned or other transfer of all or substantially all delayed. Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the stock or assets of written request from Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without such consent shall be void and shall constitute a material default and breach of this Lease. Tenant's written request for Landlord's consent shall include, and Landlord's thirty (30) day response period referred to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial statements for the proposed assignee or subtenant for the past three (3) years prepared in accordance with generally accepted accounting principles, (b) federal tax returns for the proposed assignee or subtenant for the past three (3) years, (c) a TRW credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the business the assignee or subtenant intends to operate at the election Premises, (e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the proposed assignment or sublease, (g) a detailed description of any ownership or commercial relationship between Tenant and the proposed assignee or subtenant, and (h) a detailed description of any Alterations the proposed assignee or subtenant desires to make to the Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant's written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (a) if Tenant is a corporation, and Tenant's stock is not publicly traded over a recognized securities exchange, of more than forty nine percent (49%) of the voting stock of such corporation during the Term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the corporation, or (b) if Tenant is a partnership or other entity, of more than forty nine percent (49%) of the profit and loss participation in such partnership or entity during the Term of this Lease (whether or not in one or more transfers) or the dissolution, merger or liquidation of the partnership or entity. If Tenant is a limited or general partnership (or is comprised of two or more persons, individually or as co-partners), Tenant shall not be entitled to change or convert to (i) a limited liability company, (ii) a limited liability partnership or (iii) any other entity which possesses the characteristics of limited liability without the prior written consent of Landlord, which consent may be given or withheld in Landlord’s sole discretion. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require Tenant's sole remedy in the consent of Landlord provided event that Landlord shall receive prior notice thereof plus reasonable evidence upon closing wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its granting or withholding consent to any proposed assignment or sublease. If Landlord shall exercise any option to recapture the transaction is in fact one of the following (Premises, or shall deny a request for consent to a proposed assignment or sublease, Tenant shall indemnify, defend and provided further hold Landlord harmless from and against any and all losses, liabilities, damages, costs and claims that may be made against Landlord by the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all assignee or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controllingsubtenant, or under common control with Tenant (by any such entity, brokers or other persons claiming a “Related Entity”) so long as commission or similar compensation in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together connection with the power to control and manage the affairs thereof either directly proposed assignment or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantssublease.

Landlord’s Consent Required. Except for Tenant shall not assign, transfer, mortgage, pledge, hypothecate, or encumber this Lease or any interest therein, nor permit such assignment by operation of law, and shall not sublet any Leased Property or any part thereof, without the prior express written consent of the Landlord, which consent shall not be unreasonably withheld or delayed. Landlord may condition such consent upon any assignee or subtenant providing Landlord with evidence of financial capability and restaurant operating experience reasonably satisfactory to Landlord. Any attempt to do so without such consent being in hand, shall be wholly void and shall constitute a Permitted Transfer, as defined belowbreach of this Lease. Notwithstanding the foregoing to the contrary, Tenant shall not transfer any part of have the Premises or of its interest in right to assign this Lease with prior written notice to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Landlord but without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them's consent, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights there then exists no default under this Lease, beyond any applicable notice and does not impose cure period, to any additional obligation on Landlord): (a) Any Transfer to an entity person which is acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition sale or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the otherwise. In connection with Tenant's assignment of its interest in this Lease has a creditworthiness at least equal with respect to or greater less than Tenant’s as all of the date of this Lease or at Buildings in a transaction satisfying the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes requirement of this Section 13.0115.1, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total valueLandlord will cooperate with Tenant in executing an individual lease agreement with such assignee, as opposed to number, of Tenant’s assets other than provided that: (i) by license Tenant pays Landlord's reasonable legal fees in connection with the preparation of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or such individual lease; (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject individual lease has identical terms to the provisions of this Article 13. Lease except for (A) the rental rate, which will be determined by Tenant acknowledges that in its reasonable discretion, and which will reduce the covenants contained in this rental payments due hereunder by the same amount, (B) the assignee shall have no right to purchase a Building pursuant to Section 13.01 are material 18.22 hereof, (C) the Assignee shall have no right to further assign or sublet the transaction contained herein Leased Property without Landlord's prior written consent, which consent will not be unreasonably withheld or delayed, and that Landlord (iii) Tenant shall haveguaranty, in addition form and content reasonably satisfactory to any other rights Landlord, the assignee's payment and remedies available performance obligation under such individual lease. Upon execution of such individual lease, the Leased Property which is the subject of such individual lease shall no longer be part of the Leased Property demised under this Lease or at lawbe governed by this Lease. Concurrently with the execution of such individual lease, the right parties shall enter into an amendment to seek injunctive relief and/or specific performance in order to enforce this Lease evidencing the removal of such covenantsLeased Property from the Leased Property demised hereunder and the corresponding reduction of the Base Rent payable hereunder, as provided above.

Landlord’s Consent Required. Except for a Permitted TransferSubject to the remaining provisions of this Article 11, as defined belowbut notwithstanding anything to the contrary contained elsewhere in this Lease, Tenant shall not assign, transfer or encumber any part interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld (except that Tenant may permit the use or occupancy of a portion of the Premises not to exceed a total of 10% of the Rentable Square Footage of the Premises (and which shall not be comprised of a full floor of the Premises) by representatives of any entity which is then performing audit or similar services or services related to Tenant’s business which were previously performed or could be performed by employees of Tenant). Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not indicate the ability to fully perform the financial obligations under this Lease as determined by Landlord in its reasonable discretion; (2) the proposed transferee is a governmental organization, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Property; (3) any uncured event of default exists under this Lease; (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer and such Laws would have a material and adverse affect on Landlord; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, or activities of the proposed transferee (or its principals) does not meet the standards for tenants of Comparable Buildings; (7) the proposed transferee is or has been involved in material litigation with Landlord or any of its Affiliates within the past two (2) years; (8) Landlord determines, in its reasonable discretion, that the proposed Transfer would be detrimental to Landlord’s business or the operation of the Building; or (9) the proposed Transfer would adversely and materially affect the program grants payable under the EDA at the time of the Transfer. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. If Tenant prevails in such action, then Tenant shall have the right to terminate the Lease with respect to the portion of the Premises which was the subject of the proposed Transfer effective as of the earlier of the date Tenant actually vacates such portion of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive date that the consent requirementaction is finally adjudicated. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions violation of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or is voidable at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLandlord’s option.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ”) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election and shall be a non-curable breach of Landlordthis Lease. Any entity to which a Transfer is made is a “Transferee.” Landlord may consent to Transfers or modifications of this Lease by any Transferee without Tenant’s consent, but with notice to Tenant within thirty (30 .days after such Transfer or modification. Tenant shall not be bound by such modifications unless it has given its prior written consent, but shall not be released from its obligations or liabilities under this Lease without regard to such modifications. The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (13, other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this the Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition consolidation or otherwise (any such entity, a “Successor Entity”)otherwise, so long as the resulting tenant under the Lease entity has (a) a creditworthiness net worth at least equal to or greater than $5 million and (b) a net worth and financial condition as good as Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orimmediately prior to such transfer; (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.;

Landlord’s Consent Required. (a) Except for a Permitted Transfer, as defined belowotherwise expressly permitted hereunder, Tenant shall not (i) assign or otherwise transfer this Lease or the Term and estate hereby granted; (ii) sublet the Premises, the Outdoor Areas or any part thereof or allow the same to be used or occupied by or in violation of Article 5 or any other provision of this Lease (including this Article 19); (iii) mortgage, pledge or encumber this Lease, the Outdoor Areas, or the Premises or any part thereof in any manner by reason of any act or omission on the part of Tenant or otherwise (each, a "Transfer"), without in each instance obtaining the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed if Landlord does not exercise its cancellation, recapture or sublease rights in Section 19.06(b), (c) or (d) below. (b) For purposes of this Article 19, (i) the transfer of a majority of the issued and outstanding capital stock of any corporate Tenant, or of a corporate subtenant, or the transfer of a majority of the total interest or of the partnership or limited liability company interest in any partnership or limited liability company Tenant or subtenant, however accomplished, whether in a single transaction or in a series of related or unrelated transactions, or the creation of new stock, partnership interests, or limited liability company interests by which an aggregate of more than fifty (50%) percent of Tenant's stock, partnership, or limited liability company interests shall be vested in a party or parties who are not stockholders or holders of partnership or limited liability company interests as of the date hereof, shall be deemed a Transfer (it being agreed that for purposes of this Article 19, references to a "partnership" shall be deemed also to refer to limited liability partnerships, registered limited liability partnerships and all other similar partnership entities), except that the sale of the capital stock of any corporate Tenant by the corporate Tenant or by any holder of such stock through the ‘over-the-counter market' or through any recognized stock exchange shall not be deemed to be a Transfer; (ii) a takeover agreement of a corporate Tenant shall be deemed a Transfer; (iii) any person or, legal representative of Tenant, to whom Tenant's interest under this Lease passes by operation of law, or otherwise, shall be bound by the provisions of this Article 19; and (iv) a modification, amendment or extension of a sublease by Tenant shall be deemed a Transfer. For the purposes of this Article 19, Tenant acknowledges that it will be liable to pay to Landlord, upon demand, Landlord's reasonable attorneys' fees and reasonable, out-of-pocket expenses incurred in connection with reviewing Tenant's request for a Transfer. (c) Landlord's approval or consent shall not be required with respect to, and the other foregoing provisions of this Section 19.01 (together with the provisions of Sections 19.06 and 19.07) shall not apply to: (i) a Transfer that occurs as part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale of all or other transfer substantially all of Tenant's assets, or the sale of all or substantially all of the stock or assets ownership interests of Tenant, in either case, in one transaction or otherwisea series of related transactions that is (or are) not principally for the purpose of transferring Tenant's interest in this Lease; provided that, in each case, Tenant gives Landlord notice of such transaction not later than thirty (30) days prior thereto (unless (1) such prior notice is prohibited by applicable Requirements (in which case Tenant shall give Landlord such notice promptly when permissible) or act (2) such prior notice is prohibited by an applicable confidentiality agreement (in which case Tenant shall give Landlord such notice within five (5) days after the applicable Transfer)); and provided, further that, together with Tenant's notice to Landlord of such transaction, Tenant delivers to Landlord balance sheets for Tenant and the assignee that are dated no earlier than the last day of the most recently ended fiscal quarter (or the last day of the fiscal quarter that immediately precedes the most recently ended fiscal quarter, if the applicable transaction notice occurs less than sixty (60) days after the last day of the most recently ended fiscal quarter) and that reflect that the assignee's tangible net worth, as determined in accordance with generally accepted accounting principles and practices, consistently applied, is not less than the greater of (I) the tangible net worth of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive on the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this LeaseCommencement Date, and does not impose any additional obligation (II) the tangible net worth of Tenant on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at such most recent balance sheet, as aforesaid. The balance sheets shall be certified as true and correct by the time Chief Financial Officer of proposed Transfer, whichever is greaterTenant and the Chief Financial Officer of the assignee; or (bii) Any a Transfer to (including a Transfer that occurs as part of the merger or consolidation of Tenant with or into) an entity directly or indirectly controlledthat will, controllingControl, be Controlled by, or be under common control Control with, Tenant, provided that Tenant gives Landlord notice of such Transfer not less than thirty (30) days prior to such Transfer (unless (1) such prior notice is prohibited by applicable Requirements (in which case Tenant shall give Landlord such notice promptly when permissible) or (2) such prior notice is prohibited by an applicable confidentiality agreement (in which case Tenant shall give Landlord such notice within five (5) days after the applicable Transfer)) and, together with such transaction notice, documentation to Landlord proving the required affiliation between Tenant (any and such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for in connection with a Permitted Transfer, as Transfer (defined in Section 17.6 below), Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of the Premises or of its Tenant’s interest in this Lease or in the Premises, or allow any third party to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of use all or substantially all any portion of the stock Premises (in each such case, collectively or assets of Tenantindividually, or otherwise) or act of Tenant (each a “Transfer” ) to a “Transferee”), without Landlord’s prior written consent as provided in consent, which Landlord shall not unreasonably withhold if Landlord does not exercise its recapture rights under Section 13.02 17.2 below. Consent Without limitation, it is agreed that Landlord may refuse its consent if: (a) the Transferee’s character, reputation, credit history, business, or proposed use is not consistent with the character or quality of the Building; (b) the Transfer would subject the Premises to one Transfer a use which (i) would involve increased insurance, personnel or wear upon the Building, (ii) would violate any exclusive right or restriction granted to another tenant or other occupant of the Building, or contained in another lease or occupancy agreement of the Building, (iii) would require any addition to or modification of the Premises, or the Building in order to comply with building code or other governmental requirement, or (iv) is different from the Permitted Use and/or incompatible with the tenant mix and/or the proposed Transferee does not imply consent to any other Transfer provide the type of service, or waive the consent requirement. Any attempted Transfer without consent shall be void at the election quality or level of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided service that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that requires to meet the transaction is in fact one needs of the following student body; (and provided further that c) the proposed Transfer complies with Transferee’s financial condition is less than Tenant’s net worth and is or may become insufficient to support all of the financial and other provisions obligations of this Lease; (d) the nature of the proposed Transferee’s proposed or likely use of the Premises would involve any increase risk of the use, including, without limitation, this Article 13 release or mishandling of Hazardous Material; (other than e) the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to proposed Transferee is an entity acquiring all with which Landlord is already in negotiation as evidenced by the issuance of a written proposal within the preceding six month period or substantially all of is already an occupant within the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controllingBuilding, or under common control with Tenant (any such entity, a “Related Entity”f) so long as in the case of an assignment either a proposed sublease of the original Tenant Premises, the proposed Transfer is for less than the entire Premises. Landlord shall be entitled to condition its consent to any sublease or other Transfer of less than the assignee has a creditworthiness at least equal to or greater than entire Premises on Tenant’s as of restoring the date Premises at the Lease Expiration Date or earlier termination of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13Lease. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and expressly agrees that Landlord shall have, in addition have the absolute right to refuse consent to any Transfer reflecting the foregoing reasons and that for the purposes of any statutory or other requirement of reasonableness on the part of Landlord such refusal shall be deemed to be reasonable. If the entity(ies) that directly or indirectly controls the voting shares/rights of Tenant (other than through the ownership of voting securities listed on a recognized securities exchange) changes at any time, other than a change transferring voting rights or shares to an Affiliate of Tenant, such change of ownership or control shall constitute a Transfer. Any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void, and remedies available under shall constitute a breach of this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLease.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, The Tenant shall not transfer assign this Lease, in whole or in part, nor sublet all or any part of the Premises Premises, nor license concessions or of its interest in this Lease to lease departments therein, nor otherwise permit any other entityperson to occupy or use any portion of the Premises (collectively, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (includinga “Transfer”), without limitation in each instance first obtaining the prior written consent of the Landlord, which consent may not be unreasonably withheld, conditioned or delayed, provided said assignee or subtenant agrees in writing in a form reasonably acceptable to the Landlord to be bound by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets terms and conditions of this Lease and Tenant is not in default under the terms and provisions of this Lease beyond any applicable notice and cure period. In addition, the assignee must satisfy all of the following conditions: (i) the assignee must have the financial ability to meet all obligations under this Lease; (ii) such transfer does not adversely affect the quality and type of business operation which Tenant has conducted theretofore; (iii) such transferee shall possess qualifications for the Tenant, or otherwise) or act ’s business substantially equivalent to those of Tenant and shall have demonstrated recognized experience in successfully operating a similar business; (each iv) such transferee shall continue to operate the business conducted in the Premises pursuant to all of the provisions of the Lease; and (v) Tenant shall provide Landlord with a “Transfer” ) copy of such assumption/transfer document. Notwithstanding the foregoing, Tenant shall have the right without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies but with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal fifteen (15) days prior written notice to or greater than Tenant’s as of the date of Landlord) to assign this Lease or at sublet all or any part of the time of proposed TransferPremises to any parent, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controllingsubsidiary, or under common control with Tenant (any such entity, a “Related Entity”) so long as in affiliate corporation. Consent by the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.assignment,

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowa) Without first obtaining Landlord's prior written consent (which consent shall not be unreasonable withheld by Landlord), Tenant shall not transfer sublet the whole or any part portion of the Premises Leased Premises, nor by operation of law or otherwise shall Tenant pledge, hypothecate or assign all or any of its interest in this Lease Lease, whether for collateral purposes or otherwise. Any such subletting or assignment shall be referred to as a "Transfer," and the person to whom Tenant's interest is transferred shall be referred to as a "Transferee." b) The consent referred to in Section 11.1(a) hereof shall not be required in the case of any transfer by Tenant to a parent, subsidiary, or other corporation or entity affiliated with the Tenant or to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale entity into which the Tenant is merged or other transfer of all or to any entity which acquires substantially all of the assets or capital stock of the Tenant. c) Any Transfer by Tenant consented to by Landlord in accordance with this Section 11.1 shall be only for the Permitted Use and for no other purpose, and in no event shall any Transfer release or assets relieve Tenant from any of its obligations under this Lease. If Landlord consents to a Transfer, the permitted Transferee shall assume Tenant's obligations under this Lease and such Transferee, at least thirty (30) days prior to the effective date of the permitted Transfer, shall deliver to Landlord the proposed sublease, assignment and assumption agreement or other instrument evidencing the Transfer and the Transferee's undertaking of Tenant, 's obligations under this Lease. All of such documents shall be subject to Landlord's approval. Tenant shall pay to Landlord upon demand as additional rent Landlord's attorneys fees and administrative expenses incurred in connection with the review or otherwisepreparation of any documents in connection with any Transfer. d) or act of Tenant (each a “Transfer” ) Any Transfer without Landlord’s prior written 's consent as provided in Section 13.02 belowshall not be binding upon Landlord, and shall confer no rights upon any third person. Each such unpermitted Transfer shall, without notice or grace period of any kind, constitute a default by Tenant under this Lease. The acceptance by Landlord of the payment of Rent following any Transfer prohibited by this Article XI shall not be deemed to be either a consent by Landlord to any such Transfer or a waiver by Landlord of any remedy of Landlord under this Lease. Consent by Landlord to any one Transfer does shall not imply constitute a waiver of the requirement for consent to any other Transfer Transfer. No reference in this Lease to assignees, Concessionaires, subtenants or waive the consent requirement. Any attempted Transfer without consent licensees shall be void at deemed to be a consent by Landlord to the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one occupancy of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether Leased Premises by way of merger, consolidation, acquisition or otherwise (any such entityassignee, a “Successor Entity”)Concessionaire, so long as the resulting tenant under the Lease has a creditworthiness at least equal to subtenant or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantslicensee.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by --------------------------- operation of law assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease to any other entityor in the Premises without Landlord's prior written consent which shall not, whether by salebe unreasonably withheld or delayed. Any attempted assignment, assignmenttransfer, mortgage, sublease, license, transfer, operation of law (including, encumbrance or subletting without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without such consent shall be void at and shall constitute a breach of the election of LandlordLease. Any entity to which a Transfer is made is a “Transferee.” The following transactions transfer of Tenant's interest in this Lease or in the Premises from Tenant by merger, consolidation or liquidation, or by any subsequent change in the ownership of fifty percent (any of them, a “Permitted Transfer”50%) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one or more of the following (and provided further that capital stock of Tenant shall be deemed a prohibited assignment within the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph meaning of this Section 13.01)16. As a condition of obtaining Landlord's consent, does not alter Landlord’s rights under this LeaseTenant shall submit to Landlord together with its request for consent the name of the proposed assignee or subtenant, the terms and provisions of the proposed transaction, and does not impose any additional obligation on Landlord): (a) Any Transfer such information as to an entity acquiring all or substantially all the nature of the stock proposed assignee's or assets subtenant's business and its financial responsibility and standing as Landlord may reasonably require, together with the effective date of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness proposed transfer which shall be at least equal to or greater than Tenant’s as of sixty (60) days after the date of this Lease or at the time submission of such information to Landlord. Landlord's failure to consent to any proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or transfer under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject unreasonably withheld if (a) the occupancy resulting from such transfer will not be consistent with the general character of the business carried on by the tenants of the Building or violates any rights or options held by any other tenant of the building; or (b) the proposed occupant pursuant to the provisions of this Article 13. Tenant acknowledges that transfer does not have the covenants contained in this Section 13.01 are material financial strength and stability to the transaction contained herein and that perform its rental obligations or Landlord shall have, in addition is unable to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.obtain guaranties from one or

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part of the Premises or of its interest in this Lease to any other entityassign, whether by sale, assignmenttransfer, mortgage, subleaseor otherwise encumber this Lease or its interest therein (collectively “assign” or “assignment”) or sublet, licenserent or permit anyone to occupy the Premises, transfer, operation of law or any part thereof (includingcollectively “sublet”), without limitation by mergerobtaining the prior written consent of Landlord, consolidationwhich consent may not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord’s consent shall not be required in conjunction with the sale or other transfer of all or substantially all of the stock Tenant’s assets or assets membership interests. Tenant shall be responsible for and agrees to reimburse to Landlord any costs and expenses, including reasonable legal fees, incurred by Landlord in connection with any proposed or purported assignment, transfer or sublease, mortgaging or encumbering, up to $500.00 Tenant further agrees to submit any and all instruments of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without assignment and subleases to Landlord for Landlord’s prior written consent approval as provided to form and substance, which approval shall not be unreasonably withheld, but which instruments, as an express condition precedent to Landlord’s prior approval, shall provide that (i) such sublease or assignment is subject and subordinate to this Lease in Section 13.02 below. Consent to one Transfer does not imply consent all respects, and to any other Transfer amendments, modifications, renewals, extensions or waive expansions hereof, (ii) Tenant shall remain primarily liable as Tenant hereunder, (iii) such assignee or sublessee shall conduct a business in the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to Premises which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of Use pursuant to this Lease, including(iv) in the case of an assignment, without limitation, this Article 13 (other than such assignee is bound by the first paragraph terms and conditions of this Section 13.01)Lease and assumes all of the obligations and liabilities of Tenant hereunder, (v) in the case of a sublease, (A) Landlord is not, and will not become, a party to such sublease, and (B) Landlord’s consent to such sublease does not alter create a contractual relationship between Landlord and such sublessee, nor does it create any liability of Landlord to such sublessee, (vi) Landlord’s rights consent to such assignment or sublease does not affect the obligations of Landlord or Tenant under this Lease, and (vii) Landlord’s consent to such assignment or sublease shall not be construed to mean that Landlord has approved any plans or specifications for renovations to the Premises intended by such assignee or sublessee and that any such work to the Premises must be conducted in accordance with the terms of this Lease. Any such instrument of assignment or sublease which does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of provide the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than applicable subsections (i) - (vii) above shall be null and void and of no force and effect. If this Lease is or shall be assigned by license Landlord to the holder of a mortgage against the Building as additional security for such mortgage loan, the consent of such holder (if required by the terms of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (iiapplicable loan documents) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, required in addition to any other rights and remedies available consents by Landlord under the terms of this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsSection 8.1.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet or otherwise transfer or encumber all or any part of the Premises or of its Tenant's interest in this Lease or in the Premises, without Landlord's prior written consent, which shall not be unreasonably withheld or delayed. Landlord and Tenant agree that the following factors may be considered by Landlord in any reasonable determination of the appropriateness of Tenant's request to assign or sublet the Premises: (a) The financial strength of the proposed subtenant/assignee must demonstrate an ability on the part of the subtenant/assignee to discharge the Tenant's obligations under this Lease; (b) The business reputation of the proposed subtenant/assignee shall not be detrimental to Landlord's development; (c) The use of the Premises by the proposed subtenant/assignee must be expressly authorized under paragraph 8 and will not be more environmentally sensitive than the use thereof by the existing Tenant. Landlord shall respond to Tenant's request for consent hereunder within ten (10) days of Tenant's request therefor, and any other entityattempted assignment, whether by sale, assignmenttransfer, mortgage, subleaseencumbrance or subletting without such consent shall be void, license, transfer, operation and shall constitute a breach of law this Lease. Any assignee or sublessee (including, including without limitation an assignee or surviving entity under the following subparagraph) must assume and agree to comply with and be bound by merger, consolidation, sale or other transfer of all or substantially all of the stock obligations of Tenant under this Lease and under any other written agreement now or assets of hereafter existing between Landlord and Tenant, or otherwise) or act of Tenant (each such assumption to be in a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent form reasonably satisfactory to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) Landlord agrees that it shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one intentionally and advertently release from liability any assignee or sublessee who has assumed and agreed to comply with and be bound by all of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease. Notwithstanding the foregoing, includingTenant may assign its rights under this Lease to an affiliate or to an entity into which Tenant may merge, without limitationLandlord's consent, so long as either (i) Tenant remains liable to Landlord under this Article 13 Lease or (other than ii) the first paragraph creditworthiness of this Section 13.01)the affiliate or the surviving entity, does not alter as applicable, is at least equal to that of Tenant in Landlord’s rights 's reasonable judgment. An "affiliate" is an entity that controls, is controlled by or is under common control with Tenant. Landlord shall have the right to approve the creditworthiness of the affiliate or the surviving entity, as applicable, as a condition to any release of Tenant from liability to Landlord under this Lease, Landlord's approval not to be unreasonably withheld. Any release of Tenant will be prospective only and does will not impose relieve Tenant from any additional obligation on Landlord): (a) Any Transfer liability to an entity acquiring all Landlord for acts or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal omissions occurring prior to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in on which Tenant obtains market value qualifies for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsrelease.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer assign this Lease or sublet all or any part of the Leased Premises or of its interest in this Lease permit the Leased Premises or any part thereof to any other entity, whether be occupied by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) others without Landlord’s prior written consent consent, but Tenant is permitted to enter into subleases for portions of the Building to eligible residential tenants pursuant to a form of lease reasonably acceptable to Landlord, Tenant is permitted to enter the Master Lease (which has been approved as provided in Section 13.02 below. Consent to one Transfer does not imply form by Landlord as of the Effective Date), and Tenant is permitted to enter into the Church Lease (collectively, the “Permitted Subleases,”); provided, however, that Landlord shall have no obligation to grant its consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date assignment of this Lease or at the time sublet of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly all or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as part of the date of Leased Premises to any entity who intends to use the Leased Premises in any manner inconsistent with the Intended Use. If Tenant shall desire to assign this Lease or at sublet any of the time Leased Premises other than pursuant to the Permitted Subleases, Tenant shall comply fully with Section 9(B) hereof and shall provide to Landlord an executed counterpart of such proposed Transferassignment or sublease, whichever is greaterin recordable form, and pertinent information concerning proposed assignee, including such information as Landlord shall reasonably request. For purposes Except as otherwise provided herein, any attempted transfer, assignment, subletting, or hypothecation absent Landlord’s consent as required, shall be void and confer no rights upon any third party. Any assignment of this clause (b)lease from Tenant by liquidation, “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01merger, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having control of a value general partnership interest in Tenant, by operation of more than 75% law or otherwise, shall constitute an assignment requiring Landlord’s consent under this Section, which consent will not be unreasonably withheld, conditioned or delayed; provided, however, no consent of Landlord shall be required, and it shall not constitute a transfer if the Limited Partner removes Tenant’s general partner pursuant to the Partnership Agreement (defined below), and replaces it with an affiliate of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsLimited Partner.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part of the Premises or of its interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, licenseassign, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of hypothecate the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights leasehold estate under this Lease, or any interest herein, and does shall not impose sublet the Premises, or any additional obligation on part thereof, or any right or privilege appurtenant thereto (including, but not limited to, the parking spaces to be used in connection with Tenant's occupancy), or suffer any other person or entity to occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord): , which consent will not be unreasonably withheld. Any attempt to do so without such prior consent shall be wholly void and shall constitute a default by Tenant under this Lease. Landlord's consent to any proposed assignment or subletting shall not be unreasonably withheld or delayed and, if not given or withheld within fourteen (a14) Any Transfer days following Tenant's request for consent, shall be deemed given. In the event Landlord consents to any assignment or subletting, such consent shall not constitute a waiver of any of the restrictions of this Paragraph 21 and the same shall apply to each successive assignment or subletting hereunder, if any. In no event shall Landlord's consent to an entity acquiring all assignment or substantially subletting affect the continuing primary liability of Tenant (which, following assignment, shall be joint and several with the assignee), or relieve Tenant of any of its obligations hereunder without an express written release being given by Landlord. In the event that Landlord shall consent to an assignment or subletting under this Paragraph 21, such assignment or subletting shall not be effective until the assignee or sublessee shall assume all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date obligations of this Lease on the part of Tenant to be performed or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or observed and whereby the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” sublessee shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to agree that the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material Lease shall, notwithstanding such assignment or subletting, continue to be binding upon it with respect to all future assignments and sublettings. Such assignment or sublease agreement shall be duly executed and a fully executed copy thereof shall be delivered to Landlord, and Landlord may collect Rent due hereunder directly from the transaction contained herein and that Landlord assignee or sublessee. Collection of Rent directly from an assignee or sublessee shall havenot constitute a consent or a waiver of the necessity of consent to such assignment or subletting, in addition to any other rights and remedies available under this Lease nor shall such collection constitute a recognition of such assignee or at law, sublessee as the right to seek injunctive relief and/or specific Tenant hereunder or a release of Tenant from the performance in order to enforce such covenantsof all of its obligations hereunder.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined belowotherwise provided in this Section 9, Tenant shall not directly or indirectly, voluntarily or by operation of law, sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of the Premises or of its interest in this Lease Tenant’s leasehold estate hereunder (collectively, “Assignment”), or permit the Premises to be occupied by anyone other than Tenant or sublet the Premises or any other entityportion thereof (the foregoing, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, including without limitation any license or use agreement, any sub-sublease or subsequent subletting by mergerany subtenant, consolidation, sale sub-subtenant or other transfer occupant of all or substantially all any portion of the stock or assets of TenantPremises, or otherwise) or act of Tenant (each a and similar occupancy rights, collectively, “Transfer” ) Sublease”), without Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. If Landlord consents to the Sublease or Assignment, Tenant may thereafter enter into a valid Sublease or Assignment upon the terms and conditions set forth in this Section 9. Without limitation as provided in Section 13.02 below. Consent to one Transfer does not imply other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable Law for Landlord to withhold consent to any other Transfer proposed Assignment or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact Sublease where one or more of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord):apply: (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license The transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the right to use pharmaceutical products developed by Tenant in Building or the ordinary course of Tenant’s business, or Project; (ii) in an arm’s length transaction in which The transferee is either a governmental agency or instrumentality thereof; provided, however, that Tenant obtains market value for such assets and shall be entitled to assign, sublet or otherwise transfer to a governmental agency or instrumentality thereof to the consideration paid to Tenant is retained by Tenant and available to pay amounts due under extent Landlord has leased or has permitted the Lease as they become due, and/or otherwise used by Tenant lease of space in the ordinary course Project to a comparable (in terms of business security, foot traffic, prestige, eminent domain and function oriented issues) governmental agency or instrumentality thereof in comparably located space of comparable size; (i.e., such consideration iii) The transferee is not distributed a party of reasonable financial worth and/or financial stability in light of the responsibilities to stockholders be undertaken in connection with the Assignment or otherwise transferred to another party). Notwithstanding anything to Sublease, as applicable, on the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsdate consent is requested.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent which consent shall not be unreasonably withheld, except in connection with Tenant’s financing of improvements or equipment, and then still subject to Landlord’s prior written approval, which shall not be unreasonably withheld or delayed. Relevant criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas and any limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder relating to Real Estate Investment Trusts. Assignment or sublet shall not release Tenant from its obligations hereunder. Tenant shall not (i) sublet or assign or enter into other arrangements such that the amounts to be paid by the sublessee or assignee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of its interest in the sublessee or assignee; (ii) sublet the Premises or assign this Lease to any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Internal Revenue Code (the "Code"); or (iii) sublet the Premises or assign this Lease in any other entitymanner which could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease to fail to qualify as "rents from real property" within the meaning of Section 856(d) of the Code, or which could cause any other income received by Landlord to fail to qualify as income described in Section 856(c)(2) of the Code. The requirements of this Paragraph 12.1 shall apply to any further subleasing by any subtenant. (a) Neither a change in control of Tenant nor the trading in Tenant’s securities shall constitute an assignment requiring Landlord’s consent whether by saleor not the transfer is (i) to a successor corporation into which or with which Tenant is merged or consolidated, assignment(ii) to a wholly-owned subsidiary of Tenant, mortgage, sublease, license, transfer, operation of law or (including, without limitation by merger, consolidation, sale or other transfer of iii) to a corporation into which Tenant shall sell all or substantially all of its assets, so long as any such change in control or trading does not change the Use of the Premises. In addition, the public trading of stock in Tenant shall not be deemed an assignment or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) without transfer requiring Landlord’s prior written consent consent. Each and every change in control or trading as provided set forth in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent this Paragraph 12.1(b) shall be void at the election of Landlord. Any entity referred to which a Transfer is made is a “Transferee.” The following transactions (any of them, as a “Permitted Transfer”) ". No Permitted Transfer shall not require the consent result in impairment in any manner of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Leaseand remedies with respect to the Security Deposit, and does not impose upon and after any additional obligation on Landlord): (a) Any Transfer and all Permitted Transfers. Tenant shall continue to an entity acquiring all or substantially be bound by all of the stock or assets terms and conditions of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transferincluding those set forth in Paragraph 1.7, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsSecurity Deposit.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not transfer assign this lease, nor any right hereunder, nor sublet the premises, nor any part thereof, without the prior written consent of Landlord which will not be unreasonably withheld, conditioned or delayed. In exercising its reasonable discretion Landlord may consider all commercially relevant factors involved in the leasing of the Premises including but not limited to the a) the creditworthiness and financial stability of the prospective assignee or subtenant (as compared to the obligations of such entity under the sublease or assignment, as the case may be); b) references of prior landlords; c) the past history of such subtenant, with respect to involvement in litigation and bankruptcy proceedings; d) the impact of said subtenant or assignee and proposed use of the premises on pedestrian and vehicular traffic, other tenants, and parking; e) the use, generation or disposal of hazardous materials. The presence of one negative factor enumerated above if material, shall be deemed reasonable justification for Landlord’s withholding consent. (b) A change in the control of Tenant shall constitute an assignment requiring Landlord’s consent. The transfer of forty-nine percent (49%) or more of the voting control of Tenant shall constitute a change in control for this purpose. An initial public offering of Tenant’s stock on a recognized exchange, as well as the subsequent transfer of shares of Tenant’s stock on a public exchange, will not, however, be deemed an assignment. (c) So long as Tenant is not entering into the Permitted Transfer for the purpose of avoiding or otherwise circumventing the remaining terms of this Article 12, Tenant may assign its entire interest under this Lease, without the consent of Landlord, to (i) an affiliate, subsidiary, or parent of Tenant, or a corporation, partnership or other legal entity wholly owned by Tenant (collectively, an “Affiliated Party”), or (ii) a successor to Tenant by purchase, merger, consolidation or reorganization, provided that all of the following conditions are satisfied (each such Transfer a “Permitted Transfer”): (1) Tenant is not in default under this Lease Lease; (2) Tenant shall give Landlord written notice prior to the effective date of the proposed Permitted Transfer; and (3) with respect to a purchase, merger, consolidation or reorganization or any other Permitted Transfer which results in Tenant ceasing to exist as a separate legal entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of a) Tenant’s successor shall own all or substantially all of the stock or assets of Tenant, or otherwiseand (b) or act of Tenant (each Tenant’s successor shall have a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to net worth which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or the greater than of Tenant’s as of net worth at the date of this Lease or at Tenant’s net worth as of the time day prior to the proposed purchase, merger, consolidation or reorganization. If requested by Landlord, Tenant’s successor shall sign a commercially reasonable form of proposed Transferassumption agreement. As used herein, whichever is greater(A) “parent” shall mean a company which owns a majority of Tenant’s voting equity; or (bB) Any Transfer to “subsidiary” shall mean an entity directly wholly owned by Tenant or indirectly controlledat least 51% of whose voting equity is owned by Tenant; and (C) “affiliate” shall mean an entity controlled by, controlling, controlling or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not voluntarily, involuntarily or by operation of law assign, transfer, mortgage, sublet, hypothecate or otherwise transfer or encumber (each a “Transfer”) all or any part of the Premises or of its Tenant’s interest in this Lease or in the Premises, without first obtaining Landlord’s express written consent. No consent to any other Transfer shall constitute a waiver of the provisions of this Section. If Tenant is a partnership or limited liability company, a withdrawal or change, voluntary, involuntary, or by operation of law, of any partner or member, or the dissolution of the partnership or limited liability company, shall be deemed a Transfer requiring Landlord’s consent. If Tenant consists of more than one person or entity, whether by sale, a purported assignment, mortgagevoluntary, subleaseinvoluntary, license, transfer, or by operation of law (includinglaw, without limitation by from one person to the other shall be deemed a Transfer requiring Landlord’s consent. If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganization of Tenant, or the sale or other transfer of all twenty five percent (25%) or substantially all more of the capital stock or of Tenant of the value of the assets of Tenant, or otherwise) or act of Tenant (each shall be deemed a “Transfer” ) without Transfer requiring Landlord’s prior written consent as provided in Section 13.02 belowconsent. Consent Landlord and Tenant agree (by way of example and without limitation) that it shall be reasonable for Landlord to one Transfer does not imply withhold its consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (if any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following situations exist or may exist: (and provided further that a) the proposed Transfer complies Transferee’s (as defined below) use of the Premises conflicts with all other provisions or is different from the “ Use of this Lease, including, without limitation, this Article 13 Premises” as set forth in Section 11.1 or the “Trade Name” as set forth in Section 1.5; (other than b) the first paragraph proposed Transferee or its business is subject to compliance with additional requirements of this Section 13.01), does not alter the law beyond those requirements which are applicable to Tenant; (c) in Landlord’s rights reasonable business judgment, the proposed Transferee lacks sufficient business reputation or experience to operate a successful business of the type and quality permitted under this Lease; (d) Tenant is in default under this Lease; (e) in Landlord’s reasonable business judgment, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all the present net worth of the stock or assets proposed Transferee is less than the greater of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s net worth as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of net worth at the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation request for consent; and/or (f) the transfer Transfer would breach any covenant of assets having a value of more than 75% of the total valueLandlord respecting radius, as opposed to numberlocation, of Tenant’s assets use or exclusivity in any other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s businesslease, financing agreement or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything other agreement relating to the contrary hereinCenter. ANY TRANSFER, so long as Tenant’s shares are traded on a nationally recognized stock exchangeOCCUPANCY OR USE WITHOUT THE PRIOR WRITTEN CONSENT OF LANDLORD SHALL BE VOID AND SHALL CONSTITUTE A DEFAULT UNDER THIS LEASE. TENANT SPECIFICALLY UNDERSTANDS AND AGREES THAT AT ANY TIME TENANT IS IN DEFAULT UNDER THE PROVISIONS OF THIS LEASE, any sale of Tenant’s shares TENANT SHALL HAVE NO RIGHT TO ASSIGN OR SUBLET TENANT’S INTEREST IN THIS LEASE AND LANDLORD SHALL HAVE NO OBLIGATION TO GIVE APPROVAL OR DISAPPROVAL UNDER THIS SECTION SHOULD TENANT ATTEMPT AN ASSIGNMENT OR SUBLETTING WHILE IN DEFAULT. A consent to one Transfer by Landlord shall not be deemed to be a consent to any subsequent Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsparty.

Landlord’s Consent Required. Except for a Permitted TransferA. Tenant and any permitted Transferee, as defined belowhereinafter defined, Tenant shall not transfer voluntarily or involuntarily, by operation of law or otherwise: (i) transfer, assign, mortgage, encumber, pledge, hypothecate, or assign all or any part of the Premises or of its interest in this Lease Lease; (ii) sublet or permit the Leased Premises, or any part thereof, to be used by others, including, but not limited to, concessionaires or licensees; (iii) issue new stock (or partnership shares or membership interests), create additional classes of stock (or partnership shares or membership interests), or sell, assign, hypothecate or otherwise transfer the outstanding voting stock (or partnership shares or membership interests) so as to result in or make possible a change in the present control of Tenant or any permitted Transferee, provided, however, that this subsection (iii) shall not be applicable to Tenant so long as it is a publicly owned corporation whose outstanding voting stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded actively in the over-the-counter market; or (iv) sell, assign or otherwise transfer all or substantially all of Tenant’s or any permitted Transferee’s assets; without the prior consent of Landlord, in each instance, which consent Landlord may not unreasonably withhold, which reasonableness is subject to the provisions set forth in Section 15.01.D. All of the foregoing transactions shall be referred to collectively or singularly as a “Transfer”, and the Person to whom Tenant’s interest is transferred shall be referred to as a “Transferee”. B. Any Transfer without Landlord’s consent shall not be binding upon Landlord, shall confer no rights upon any third Person, and shall, without notice or grace period of any kind, constitute an immediate Default by Tenant under this Lease. Acceptance by Landlord of Rent following any Transfer shall not be deemed to be a consent by Landlord to any such Transfer, acceptance of the Transferee as a tenant, release of Tenant from the performance of any covenants herein, or waiver by Landlord of any remedy of Landlord under this Lease, although amounts received shall be credited by Landlord against Tenant’s Rent obligations. Consent by Landlord to any one Transfer shall not be a waiver of the requirement for consent to any other entityTransfer. No reference in this Lease to assignees, concessionaires, subtenants or licensees shall be deemed to be a consent by Landlord to occupancy of the Leased Premises by any such assignee, concessionaire, subtenant or licensee. C. Landlord’s consent to any Transfer shall not operate as a waiver of, or release of Tenant from, Tenant’s covenants and obligations hereunder; nor shall the collection or acceptance of Rent or other performance from any Transferee have such effect. Rather, Tenant shall remain fully and primarily liable and obligated under this Lease for the entire Term in the event of any Transfer, and in the event of a Default by the Transferee, Landlord shall be free to pursue Tenant, the Transferee, or both, without prior notice or demand to either. D. Landlord reserves the right to withhold its consent to a Transfer if any of the following conditions are applicable and it shall be deemed reasonable for Landlord to deny such consent if any of the following conditions are applicable: (i) Tenant is in violation of any provision of this Lease; (ii) The net worth (excluding goodwill) of the Transferee immediately prior to the Transfer is insufficient to fulfill the terms of the Lease (or, in the case of a sublease, those obligations being assumed), as reasonably determined by Landlord, based on financial information provided by Tenant; (iii) The inability of Transferee to continue to operate the business conducted in the Leased Premises for general office purposes; or (iv) Transferee is an existing tenant in the or the Commercial Portion and Landlord reasonably believes that it will be able to accommodate the space needs of such existing tenant. E. Notwithstanding the foregoing, the following conditions shall apply to any proposed Transfer: (i) Each and every covenant, condition, or obligation imposed upon Tenant by this Lease and each and every right, remedy, or benefit afforded Landlord by this Lease shall not be impaired or diminished as a result of such Transfer; (ii) Tenant shall assign to Landlord 50% of any and all consideration paid directly or indirectly for the assignment by Tenant to the Transferee of Tenant’s leasehold interest or 50% of any and all subrentals payable by subtenants which are in excess of the Minimum Rent provided herein (computed on a square footage basis) after first deducting the reasonable expenses incurred by Tenant for (1) any alterations and improvements to the Leased Premises paid for by Tenant in connection with such Transfer, (2) any other out-of-pocket monetary concessions provided by Tenant to the assignee or subtenant, and (3) any brokerage commissions and attorneys fees paid for by Tenant in connection with such Transfer; (iii) Tenant to which the Leased Premises were initially leased shall continue to remain liable under this Lease for the performances of all terms, including, but not limited to, payment of Rent due under this Lease; (iv) Transferee must expressly assume in a written instrument delivered and reasonably acceptable by Landlord all the obligations of Tenant under the Lease (or, in the case of a sublease, those obligations being assumed). (v) Landlord shall furnish the appropriate documentation in connection with any such Transfer and be entitled to a reasonable administrative fee therefor, as set forth in Section 17.03. (vi) Prior to the effective date of such proposed Transfer, Landlord shall receive the following information in connection with such Transfer: the name of the proposed Transferee, a copy of the financial statement of the proposed Transferee and any guarantor, information regarding the proposed Transferee’s business history and experience and the proposed Transferee’s business plan and projections for the Leased Premises. Landlord shall approve or disapprove of such proposed Transfer within fifteen (15) business days following receipt of Tenant’s written notice of its intent to Transfer the Lease together with the required information set forth above. F. If the proposed term with respect to the space proposed to be subleased (the “Proposed Sublet Space”) is to extend (including any renewal or extension options) beyond the first (1st) day of the eighteenth (18th) calendar month before the then scheduled expiration of the Term, or if the Proposed Sublet Space is (or, when aggregated with other space then being sublet by Tenant, will be) more than fifty percent (50%) of the Leased Premises and the term of the proposed sublease is for seventy-five percent (75%) or more of the then-remaining Term, then Landlord shall have the right in its sole and absolute discretion to terminate this Lease with respect to the Proposed Sublet Space by sending Tenant written notice of such termination within fifteen (15) business days after Landlord’s receipt of Tenant’s request Notice. If the Proposed Sublet Space does not constitute the entire Leased Premises and Landlord exercises its option to terminate this Lease with respect to the Proposed Sublet Space, then (a) Tenant shall tender the Proposed Sublet Space to Landlord on the Proposed Sublease commencement date and such space shall thereafter be deleted from the Leased Premises, and (b) as to that portion of the Premises which is not part of the Proposed Sublet Space, this Lease shall remain in full force and effect except that Minimum Rent and Additional Rent shall be reduced pro rata. Fifty percent (50%) of the cost of any construction required to permit the operation of the Proposed Sublet Space separate from the balance of the Leased Premises shall be paid by Tenant to Landlord as additional rent hereunder. If the Proposed Sublet Space constitutes the entire Leased Premises and Landlord elects to terminate this Lease, then Tenant shall tender the Proposed Sublet Space to Landlord, and this Lease shall terminate, on the Proposed Sublease commencement date. G. Notwithstanding anything contained herein to the contrary, Tenant may upon at least fifteen (15) days prior written notice to Landlord (the “Affiliate Notice”) (it being agreed that, in the event that Tenant is forbidden by law or the terms of a binding non-disclosure agreement from providing such notice, Tenant shall provide such notice immediately upon the consummation of the transaction protected by the non-disclosure agreement or Legal Requirement (as applicable)), but without Landlord’s prior written consent and without paying over to Landlord the fees or sums otherwise due pursuant to Subsections 15.01(E)(ii) and (v) and without any right to recapture or reclaim all or a portion of the Leased Premises as set forth in Subsection 15.01(F), assign this Lease to a Qualified Tenant Affiliate (hereinafter defined), provided that no Default exists hereunder and no event exists which event with notice and/or the passage of time would constitute a default hereunder if not cured within the applicable cure period. A “Qualified Tenant Affiliate” shall mean a corporation or other entity which (i) shall control, be controlled by or be under common control with Tenant, which acquires a controlling interest in Tenant by a transfer of stock, equity or ownership whether by transfer or issuance of new stock, or which results from a merger or consolidation with Tenant or succeeds to all the business and assets of Tenant, (ii) is of a type and quality consistent with the first-class nature of the Building, and (iii) in the case of a merger or consolidation, has a net worth immediately after such merger or consolidation at least equal to the net worth of Tenant immediately prior to such merger or consolidation. For purposes of the immediately preceding sentence, “control” shall be deemed to be ownership of more than fifty-one percent (51%) of the legal and equitable interest of the controlled corporation or other business entity. In the event of any assignment to a Qualified Tenant Affiliate, Tenant shall remain fully liable to perform the obligations of the Tenant under this Lease, such obligations to be joint and several with the obligations of the Qualified Tenant Affiliate as tenant under this Lease, and Tenant shall execute such guaranty or other agreement as Landlord shall request to confirm such liability. Notwithstanding any provision contained in this Lease to the contrary, Landlord’s prior written consent shall be required to (a) any merger, consolidation or asset acquisition involving Tenant or the assets or ownership interest of Tenant if in connection therewith, any of the assets of Tenant are transferred, granted or pledged as security for the purchase price (or other consideration) for such merger, consolidation or asset acquisition (provided, however, that if the tangible net worth (i.e., excluding goodwill) of Tenant immediately following such transaction would be equal to or greater than Five Million and 00/100 Dollars ($5,000,000.00), this Subsection 15.01(G)(a) shall be inapplicable), and (b) any sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale conveyance or other transfer of all or substantially all of Tenant’s assets to an entity that does not assume all of the stock or assets of Tenant, or otherwise) or act obligations of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease. Any permitted Transfer by Tenant pursuant to this 15.01(G) or otherwise shall be only for valid independent business purposes and any Transfer, and does however structured, designed primarily for avoidance of the rights of Landlord hereunder shall not impose any additional obligation on Landlord): (a) Any Transfer be permitted. In no event shall Tenant be permitted to use a series of one or more permitted Transfers solely for the purpose of “spinning-off” this Lease to an entity acquiring all or substantially all independent third party that would not otherwise be a permitted Transferee. As an example of the stock or foregoing, Tenant shall not assign this Lease to an affiliate whose assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date consist solely of this Lease or at and the time rights granted herein, and thereafter sell the stock of proposed Transfer, whichever is greater; or (b) Any Transfer such affiliate to an entity directly or indirectly controlledindependent third party in a merger, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either intended result being to defeat the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date purpose of this Lease or at the time to an independent third party by means of proposed Transfer, whichever is greater. For purposes of this clause what would otherwise be two (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i2) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsseparate permitted transfers.

Landlord’s Consent Required. Except Tenant shall not voluntarily or by --------------------------- operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in the Lease or in the Premises, without Landlord's prior written consent, which Landlord shall not unreasonably withhold. Landlord shall respond to Tenant's request for consent hereunder within 15 days after Landlord's receipt of a Permitted Transfer, completed Transfer Request (as defined below) and any attempted assignment, transfer, mortgage, encumbrance or subletting without such consent shall be void, and shall constitute a breach of this Lease. If at any time or from time to time during the Term of this Lease, Tenant shall not transfer desires to assign or sublet all or any part of the Premises or of its Tenant's interest in this Lease or in the Premises, Tenant shall give prior written notice to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all Landlord setting forth the terms of the stock proposed assignment or assets of Tenant, subletting and the space so proposed to be assigned or otherwise) sublet. Such assignment or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent sublease shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, includingsubject to, without limitation, all the conditions in this Article 13 Paragraph 12 and the -- following conditions: (other than 1) The assignment or sublease shall be on the first paragraph terms set forth in the notice given to Landlord. Any subsequent changes or modifications will require Landlord's prior written consent. (2) Tenant acknowledges that Landlord's agreement to lease these Premises to Tenant at the rent and terms stated herein is made in material reliance upon Landlord's evaluation of this Section 13.01)particular Tenant's background, does not alter experience and ability, as well as the nature of the use of the Premises by this Tenant as set forth in Paragraph 6. In the event that Tenant shall - request Landlord’s rights under 's written consent to assign or sublease the Premises as required in this Paragraph 12.1, then each such request ("Transfer ---- Request") for consent shall be accompanied by the following: (1) Financial statements of the proposed assignee or subtenant; (2) A statement of the specific uses for which the Premises will be utilized by the proposed assignee or subtenant; (3) Preliminary plans prepared by an architect or civil engineer for all alterations to the Premises that are contemplated to be made by Tenant, the proposed assignee or subtenant; and (4) A written statement notifying a Landlord that pursuant to Paragraph 12.1 of the Lease, and does not impose any additional obligation on Landlord):Landlord has 15 days in which to respond to the Transfer Request. (a3) Any Transfer to an entity acquiring all No assignment or substantially all sublease shall be valid and no assignee or subtenant shall take possession of the stock Premises assigned or assets subleased until an executed counterpart of Tenant, whether by way of merger, consolidation, acquisition such assignment or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease sublease has a creditworthiness at least equal been delivered to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; orLandlord. (b4) Any Transfer No subtenant or assignee shall have a right further to an entity directly sublet or indirectly controlled, controlling, or under common control with Tenant assign. (any such entity, a “Related Entity”5) so long as in In the case of an assignment either (other than Permitted Transfers (as defined below)), 50% of any sums or other economic consideration received by Tenant as a result of such assignment shall be paid to Landlord after first deducting the original unamortized cost of leasehold improvements paid for by Tenant in connection with such assignment and the cost of any real estate commissions incurred by Tenant in connection with such assignment. (6) In the case of a subletting (other than Permitted Transfers and Excluded Subleases (as defined below)), 50% of any sums or economic consideration received by Tenant as a result of such subletting shall be paid to Landlord after first deducting (i) the assignee has a creditworthiness at least equal rent due hereunder prorated to or greater than Tenant’s as reflect only rent allocable to the sublet portion of the date Premises, (ii) the cost of tenant improvements made to the sublet portion of the Premises at Tenant's cost in connection with such sublease, amortized over the Term of this Lease or at except for tenant improvements made for the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership specific benefit of the shares of beneficial interest subtenant, which shall be amortized over the term of the entity in question together with applicable sublease and (iii) the power to control cost of any real estate commissions and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed reasonable attorney's fee incurred by Tenant in connection with such subletting, amortized over the ordinary course term of Tenant’s businessthe sublease. As used herein, or "Excluded Subleases" means subleases covering area, together with all other subleases (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid other than subleases to Tenant is retained by Tenant and available Affiliates) to pay amounts due under the Lease as they become duewhich this paragraph 12.1(f) has not been applied, and/or otherwise used by Tenant that does not exceed 20,000 square feet in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenantsaggregate.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer sell, assign, mortgage, pledge, hypothecate or encumber this Lease (any part of such act being referred to herein as an "assignment"), and shall not sublet the Premises or any part thereof, without the prior written consent of its interest Landlord in each instance, which consent shall not be unreasonably withheld, delayed or conditioned and any attempt to do so without such consent shall be voidable by Landlord and, at Landlord's election, shall constitute a material default under this Lease. Notwithstanding the foregoing provisions, Tenant may assign this Lease or sublet the Premises or any portion thereof ("Permitted Transfer"), without Landlord's consent to any other entityparent, whether subsidiary or affiliate entity which controls, is controlled by saleor is under common control with Tenant, assignmentor to any corporation resulting from a merger or consolidation with Tenant, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of to any person or entity which acquires all or substantially all a majority of the stock or the assets of Tenant's business as a going concern, provided that: (i) at least twenty (20) days prior to such assignment or otherwise) sublease, Tenant delivers notice thereof to Landlord, together with financial statements and other financial and background information of the assignee or act of Tenant (each a “Transfer” ) without Landlord’s prior written consent as provided sublessee described in Section 13.02 below. Consent to one Transfer does not imply consent to any other Transfer or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions 12.2; (any of them, a “Permitted Transfer”ii) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one of the following (and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Lease, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as if in the case of an assignment either the original Tenant or assignment, the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall haveassumes, in addition to any other rights and remedies available full, the obligations of Tenant under this Lease (or at lawif in the case of a sublease, the right sublessee of a portion of the Premises or Term assumes, in full, the obligations of Tenant with respect to seek injunctive relief and/or specific performance such portion) in order a written document delivered to enforce such covenantsLandlord promptly upon the assignment (or sublease, if applicable); (iii) Tenant remains fully liable under this Lease; and (iv) the use of the Premises under Paragraph 8 remains unchanged.

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, (a) Tenant shall not assign, transfer, mortgage, pledge or otherwise transfer or encumber (collectively, “assign”) all or any part of the Premises or of its Tenant’s interest in this Lease to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale or other transfer of all or substantially all of in the stock or assets of Tenant, or otherwise) or act of Tenant (each a “Transfer” ) Premises without Landlord’s prior written consent, which consent as provided may be withheld in Section 13.02 belowLandlord’s sole and absolute discretion, and shall not sublet all on any portion of the Premises without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Consent No consent by Landlord to one Transfer does not imply consent a sale, assignment, transfer, mortgage, pledge or hypothecation of this Lease or Tenant’s interest hereunder or to any other Transfer sublease, and no assignment or waive the consent requirement. Any attempted Transfer without consent shall be void at the election of Landlord. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one subletting of the following Premises or any part thereof in accordance with this Lease or otherwise with Landlord’s consent, shall release Tenant from liability hereunder (and, after giving effect to any such assignment, Tenant shall remain jointly and provided further that severally liable with the proposed Transfer complies with assignee for all other provisions obligations of this Leasethe Tenant hereunder, including, without limitation, this Article 13 (other than all obligations with respect to indemnification of Landlord and the first paragraph of this Section 13.01Landlord Entities), does not alter Landlord’s rights under this Lease, ; and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entityconsent shall apply only to the specific transaction thereby authorized and shall not relieve Tenant from any requirement of obtaining the prior written consent of Landlord to any further sale, a “Successor Entity”)assignment, so long as the resulting tenant under the Lease has a creditworthiness at least equal to transfer, mortgage, pledge or greater than Tenant’s as of the date hypothecation of this Lease or at any interest of Tenant hereunder or to any sublease. The requirements of this Paragraph 12.1 shall apply to any further subleasing by any subtenant. In the time event of proposed Transferany assignment or subletting, whichever is greater; orTenant shall pay to Landlord or its authorized managing agent (as directed by Landlord) a fee of $3,000.00 to cover Landlord’s costs of review, negotiation, preparation or execution of any documentation regarding such assignment or subletting. (b) Any Transfer to A change in the control of Tenant shall constitute an entity directly assignment requiring Landlord’s consent. The transfer, on a cumulative basis, of 50% or indirectly controlledmore of the voting or management control of Tenant (whether by merger, controllingreorganization, sale or transfer of interests, or otherwise) shall constitute a change in control for this purpose. (c) If Tenant delivers a written request to Landlord for Landlord’s consent to a change in the control of Tenant as described in Paragraph 12.1(b), and includes with that written request reasonable supporting information concerning the person or group that will acquire control over Tenant, and their experience in the operation of facilities and businesses similar to the facility and business to be operated at the Premises in accordance with the use permitted hereunder, and written documentation confirming that all consents and approvals required under common Tenant’s organizational documents and under any indebtedness and material contracts of Tenant for such change in control with transaction to occur have been obtained (such notice , information and documentation are collectively referred to herein as the “Change in Control Review Package”), and Landlord does not consent to such transaction within thirty (30) days after receiving the Change in Control Package, then, subject to the terms set forth in this Paragraph 12.1(c), Tenant shall have an option (any such entity, a the “Related EntitySpecial Purchase Option”) so long as in to purchase the case Premises upon a closing date that shall occur on the sixtieth (60th) day following the earlier of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license the date on which Landlord has delivered to Tenant its written disapproval of the right to use pharmaceutical products developed by Tenant proposed change in the ordinary course of Tenant’s business, control transaction or (ii) the end of thirty (30) day period following the delivery to Landlord of the Change in an arm’s length transaction Control Review Package (the earlier of such dates is referred to herein as the “Change in which Control Decision Date”), for a purchase price equal to the sum of (i) all remaining payments of Basic Rent that would become payable over the remainder of the then-current Term of this Lease calculated as if this Lease were to remain in effect through the remainder of such Term, plus (ii) the amount of the Purchase Price that would be payable if Tenant obtains market value for exercised its option to purchase under Paragraph 17 at the end of the then-current Term (it being understood that, if such assets and option to purchase is exercised during Period Two, no additional amount under this clause (ii) would be required) (the consideration paid sum of such amounts being referred to herein as the “Special Purchase Price”). (i) Tenant is retained shall exercise the Special Purchase Option, if at all, by Tenant and available giving written notice to pay amounts due under that effect to Landlord not later than thirty (30) days following the Lease as they become due, and/or otherwise used by Tenant Change in Control Decision Date. If proper notification of the ordinary course exercise of business (i.e., such consideration the option is not distributed given and/or received, the option shall, with respect to stockholders or otherwise transferred to another party). the applicable change in control transaction, automatically expire. (ii) Notwithstanding anything to the contrary hereincontained in this Paragraph 12.1(c), so long as Tenant’s shares are traded on Tenant may not exercise the Special Purchase Option, and if previously exercised, Tenant may not consummate the purchase of the Premises pursuant to the Special Purchase Option if, at the time of such purported exercise or the time scheduled for such consummation, a nationally recognized stock exchange, any sale Default of Tenant’s shares shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available under this Lease or at law, the right to seek injunctive relief and/or specific performance in order to enforce such covenants.Paragraph 12.1

Landlord’s Consent Required. Except for a Permitted Transfer, as defined below, Tenant shall not transfer any part voluntarily or by operation of law assign, transfer, or sublet the Premises or of its interest in this Lease any part thereof, or any right or privilege appurtenant thereto, to any other entity, whether by sale, assignment, mortgage, sublease, license, transfer, operation of law (including, without limitation by merger, consolidation, sale person to occupy or other transfer of all or substantially all of use the stock or assets of TenantPremises, or otherwise) or act of Tenant any portion thereof (each a “Transfer” ) ”), without the prior written consent of Landlord, which consent shall be on such terms and conditions as Landlord requires, in its commercially reasonable discretion; provided, that Tenant may effect a Transfer without Landlord’s consent to an entity whose net worth and creditworthiness meets or exceeds the creditworthiness of Tenant as of the date hereof, so long as Tenant provides Landlord with at least forty-five (45) days prior written notice of the proposed Transfer and all supporting documentation evidencing such creditworthiness as Landlord may reasonably require. A consent as provided in Section 13.02 below. Consent to one Transfer does shall not imply be deemed to be a consent to any other Transfer or waive the consent requirementsubsequent Transfer. Any attempted A Transfer without such consent shall be void and shall, at the election option of Landlord, constitute an Event of Default under this Lease. Any entity to which a Transfer is made is a “Transferee.” The following transactions (any of them, a “Permitted Transfer”) shall not require the consent of Landlord provided that pursuant to this Section 17.1 to any Transfer shall not relieve Tenant of any of its obligations under this Lease including the obligation to pay rent. However, Landlord shall receive prior notice thereof plus reasonable evidence upon closing that the transaction is in fact one may consent to subsequent sublettings and assignments of the following (sublease or any amendments or modifications thereto without notifying Tenant or anyone else liable on the Lease or sublease and provided further that the proposed Transfer complies with all other provisions of this Lease, including, without limitation, this Article 13 (other than the first paragraph of this Section 13.01), does not alter Landlord’s rights under this Leaseobtaining their consent, and does not impose any additional obligation on Landlord): (a) Any Transfer to an entity acquiring all or substantially all of the stock or assets of Tenant, whether by way of merger, consolidation, acquisition or otherwise (any such entity, a “Successor Entity”), so long as the resulting tenant under the Lease has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater; or (b) Any Transfer to an entity directly or indirectly controlled, controlling, or under common control with Tenant (any such entity, a “Related Entity”) so long as in the case of an assignment either the original Tenant or the assignee has a creditworthiness at least equal to or greater than Tenant’s as of the date of this Lease or at the time of proposed Transfer, whichever is greater. For purposes of this clause (b), “control” shall mean possession of more than 50 percent ownership of the shares of beneficial interest of the entity in question together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. For purposes of this Section 13.01, “substantially all” of Tenant’s assets shall include without limitation the transfer of assets having a value of more than 75% of the total value, as opposed to number, of Tenant’s assets other than (i) by license of the right to use pharmaceutical products developed by Tenant in the ordinary course of Tenant’s business, or (ii) in an arm’s length transaction in which Tenant obtains market value for such assets and the consideration paid to Tenant is retained by Tenant and available to pay amounts due under the Lease as they become due, and/or otherwise used by Tenant in the ordinary course of business (i.e., such consideration is not distributed to stockholders or otherwise transferred to another party). Notwithstanding anything to the contrary herein, so long as Tenant’s shares are traded on a nationally recognized stock exchange, any sale of Tenant’s shares action shall not be deemed a Transfer subject to the provisions of this Article 13. Tenant acknowledges that the covenants contained in this Section 13.01 are material to the transaction contained herein and that Landlord shall have, in addition to any other rights and remedies available relieve such persons from liability under this Lease or at lawsublease. Notwithstanding anything herein to the contrary, Landlord acknowledges and hereby consents to the right sublease of the Premises by Tenant to seek injunctive relief and/or specific performance Subtenant pursuant to the OCOM Sublease; provided, that for the avoidance of doubt, Landlord’s consent to the OCOM Sublease shall not relieve Tenant of the obligation to provide Landlord with any proposed amendments, waivers or side letter agreements to the OCOM Sublease for Landlord’s prior approval (which may be withheld in order to enforce such covenantsits sole discretion).