Common use of Landlord’s Option as to Subject Space Clause in Contracts

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option by giving written notice to Tenant within ten (10) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the Premises, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten fifteen (1015) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space; provided, however, that Landlord hereby acknowledges and agrees that Landlord shall have the foregoing right to recapture space only with respect to (A) a sublease of more than fifty percent (50%) of the Premises for more than eighty percent (80%) of the remainder of the Lease Term, or (B) an assignment of this Lease. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord’s option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject SpaceSpace for the remainder of the Lease Term. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until (or at Landlord’s option, shall cause the last day Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter); provided, however, Tenant may, within ten (10) business days after receipt of Landlord’s notice of intent to recapture the Subject Space, withdraw its request for consent to the Transfer if the Subject Space is less than all or substantially all of the term Premises. In that event, Landlord’s election to terminate this Lease as to the Subject Space shall be null and void and of no force and effect. In the Transfer as set forth in the Transfer Notice. If event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Base Rent and Tenant’s Share of increases in Direct Expenses reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord’s option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, in the event Tenant requests to Transfer of all or substantially all of the Premises for all or substantially all of the remaining Lease Term, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any such Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject SpaceSpace the remainder of the Lease Term. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of (or at Landlord’s option, shall cause the Transfer as set forth to be made to Landlord or its agent, in which case the parties shall execute the Transfer Noticedocumentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, Tenant’s Share shall be recalculated in accordance with Section 4.2.6, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, in the event of an assignment of this Lease to anyone other than an Affiliate of Tenant, Landlord shall have the option option, by giving written notice (“Recapture Notice”) to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in Notice, to terminate this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the Premises, to and recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the sameTransfer. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord Xxxxxxxx has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease. Notwithstanding anything above to the contrary, if Landlord delivers a Recapture Notice to Tenant, Tenant may, within ten (10) days after Xxxxxx’s receipt of the Recapture Notice, deliver written notice to Landlord indicating that Tenant is rescinding its request for consent to the proposed Transfer, in which case such Transfer shall not be consummated and this Lease shall remain in full force and effect as to the portion of the Premises that was the subject of the Transfer. Tenant’s failure to so notify Landlord in writing within said ten (10) day period shall be deemed to constitute Tenant’s election to allow the Recapture Notice to be effective.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord's option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord's option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer Transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 1415, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving Notice, to (i) an assignment of Tenant's entire interest in this Lease recapture the Subject Space, or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) take an assignment or sublease of the then total rentable square footage of the Premises, to recapture the Subject SpaceSpace from Tenant. Such recapture recapture, or sublease or assignment notice shall cancel and terminate this Lease Lease, or create a sublease or assignment, as the case may be, with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture recapture, sublease or take an assignment of the Subject Space under this Section 14.415.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 15.2 of this Lease.

Landlord’s Option as to Subject Space. Notwithstanding In the event that a proposed Transfer, if consented to, would cause fifty percent (50%) or more of the Premises to be subleased or licensed to a party (or parties) other than Original Tenant and/or a Permitted Transferee, then notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the Premises’s written request for consent to so transfer, to recapture the Subject Spacecorresponding portion of the Premises. Such recapture notice shall cancel and terminate this Lease with respect to such portion of the Subject Space Premises as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until transfer. In the last day event of the term of the Transfer as set forth in the Transfer Notice. If a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space subject space under this Section 14.4, then, provided Landlord has consented to the proposed Transfertransfer, Tenant shall be entitled to proceed to transfer the Subject Space subject space to the proposed Transfereetransferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject SpaceSpace for the remainder of the Lease Term. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until (or at Landlord’s option, shall cause the last day Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter); provided, however, Tenant may, within ten (10) business days after receipt of Landlord’s notice of intent to recapture the Subject Space, withdraw its request for consent to the Transfer if the Subject Space is less than all or substantially all of the term Premises. In that event, Xxxxxxxx’s election to terminate this Lease as to the Subject Space shall be null and void and of no force and effect. In the Transfer as set forth in the Transfer Notice. If event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Base Rent and Tenant’s Share of increases in Direct Expenses reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord Xxxxxxxx has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.Article t4. 14.5

Landlord’s Option as to Subject Space. Notwithstanding anything to the ------------------------------------- contrary contained in this Article 14, Landlord shall have the option option, by ---------- giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving Notice, to (i) an assignment of Tenant's entire interest in this Lease recapture the Subject Space, or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) take an assignment or sublease of the then total rentable square footage of the Premises, to recapture the Subject SpaceSpace from Tenant. Such recapture recapture, or sublease or assignment notice shall cancel and terminate this Lease Lease, or create a sublease or assignment, as the case may be, with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture recapture, sublease or take an assignment of the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed ------------- Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section ------- 14.2 of this Lease.. ----

Landlord’s Option as to Subject Space. In the event that a proposed Transfer, if consented to, would cause fifty percent (50%) or more of the Premises to be subleased or assigned to a party other than Original Tenant and/or its Affiliates, then notwithstanding anything to the contrary contained in this Article 14, Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord’s option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, in the event that (i) Tenant intends to Transfer any portion of the Premises for a term that does not expire prior to the expiration of the third (3rd) Lease Year, or (ii) Tenant intends to Transfer any space that will result in the assignment or sublease, in the aggregate, of in excess of 24,091 rentable square feet of the Premises, regardless of the term of any such Transfer, then Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until Transfer. In the last day event of the term of the Transfer as set forth in the Transfer Notice. If a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14ARTICLE 15, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any request for approval of a Transfer Notice involving in which the Transferee is an assignee or sublessee of Tenant's interest as lessee under the Lease (other than a Transfer permitted by SECTION 15.3), to (i) an assignment of Tenant's entire interest in this Lease recapture the subject space, or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) take an assignment 26 37 or sublease of the then total rentable square footage of the Premises, to recapture the Subject Spacesubject space from Tenant. Such recapture notice recapture, or sublease or assignment shall cancel and terminate this Lease Lease, or create a sublease or assignment, as the case may be, with respect to the Subject Space subject space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in proposed Transfer, and Tenant shall be relieved of all liability under this Lease arising thereafter for the Transfer Noticesubject space. If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.

Landlord’s Option as to Subject Space. Notwithstanding anything to ------------------------------------- the contrary contained in this Article 14, Landlord shall have the option option, by ---------- giving written notice to Tenant within ten (10) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in timely manner to recapture Notwithstanding the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transferabove, Tenant shall be entitled have the right to proceed rescind Landlord's recapture by providing written notice to transfer Landlord within 10 days following receipt of Landlord's notice of recapture that it will not effect the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseTransfer.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, with respect to (i) a proposed assignment or (ii) a proposed sublease of not less than fifty percent (50%) of the Premises, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of (or at Landlord's option, shall cause the Transfer as set forth to be made to Landlord or its agent, in which case the parties shall execute the Transfer Noticedocumentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14Section 10, Landlord shall have the option option, by giving written notice to Tenant within ten (10) business days after receipt of approving any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a subleaseNotice, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the Premises, to request that Tenant permit Landlord to recapture the Subject Space. Such Upon acceptance by Tenant, such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If In the event of a recapture, Landlord declinesmay, or fails to elect in timely manner to recapture if it elects, enter into a new lease covering the Subject Space under this Section 14.4, then, provided with the intended Transferee on such terms as Landlord has consented to and such person or entity may agree or enter into a new lease covering Table of Contents the proposed TransferSubject Space with any other person or entity; in such event, Tenant shall not be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions any portion of the last paragraph Transfer Premium, if any, which Landlord may realize on account of Section 14.2 of this Leasesuch termination and reletting.

Landlord’s Option as to Subject Space. Notwithstanding anything to ------------------------------------- the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten fifteen (1015) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space; provided, however, Landlord shall only have the recapture option described in this Section 14.4 with respect to (i) any sublease of ten percent (10%) or more of the Premises by Tenant and (ii) any sublease of the Premises by Tenant, the term of which sublease shall be equal to the remainder of the Term and/or greater than eighteen (18) months. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of or the Transfer as set forth in the Transfer Notice. If this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Transfer Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the contemplated Transfer as set forth in the Transfer Notice. If Landlord recaptures the Subject Space and if this Lease shall be canceled with respect to less than the entire Premises, then the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner manner, to recapture the Subject Space under this Section 14.4, then, subject to the other terms of this Article 14, and provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, in the event Tenant request Landlord consent to a Transfer (i) with respect to any space located in Building A, or (ii) with respect to any space located in Building C, or (iii) of more than a full floor with respect to space located in Building F, then Landlord shall have the option option, by giving written notice to Tenant within ten twenty (1020) business days after receipt of any the applicable Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord’s option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject SpaceSpace for the remainder of the Lease Term. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until (or at Landlord's option, shall cause the last day Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter); provided, however, Tenant may, within ten (10) business days after receipt of Landlord's notice of intent to recapture the Subject Space, withdraw its request for consent to the Transfer if the Subject Space is less than all or substantially all of the term Premises. In that event, Xxxxxxxx's election to terminate this Lease as to the Subject Space shall be null and void and of no force and effect. In the Transfer as set forth in the Transfer Notice. If event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Base Rent and Tenant's Share of increases in Direct Expenses reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.DocuSign Envelope ID: 2AF71C8F-63E9-45D8-84DE-18D3F80FA89A

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten fifteen (1015) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeTransfer. If this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. With regard to any Subject Space which is recaptured by Landlord pursuant to the above provision, Tenant shall be released from all obligations under this Lease arising from and after the effective date of such recapture with respect to such Subject Space, provided Tenant properly surrenders possession of such Subject Space to Landlord, and further provided that such release shall not apply with regard to provisions of this Lease which by their terms survive the expiration or earlier termination of this Lease. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.

Landlord’s Option as to Subject Space. In the event that a proposed Transfer, if consented to, would cause fifty percent (50%) or more of the Premises to be subleased or assigned to a party other than Original Tenant and/or its Affiliates, then notwithstanding anything to the contrary contained in this Article 14, Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord's option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, in the event Tenant contemplates a Transfer of a full floor (or more) of the Premises for a period in excess of seventy-five percent (75%) of the then-remaining Lease Term, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord's option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer Transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space; provided that such right shall not apply with respect to any proposed sublease of less than fifty percent (50%) of the Premises for a term of less than the shorter period of (a) two (2) years, and (b) the period of time remaining in the Lease Term (for purposes of determining the term of a sublease, all sublease renewal and/or extension rights shall be deemed to have been exercised). Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If this Lease shall be canceled is terminated with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Leaseabove.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject SpaceSpace for the remainder of the Lease Term. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until (or at Landlord's option, shall cause the last day Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter); provided, however, Tenant may, within ten (10) business days after receipt of Landlord's notice of intent to recapture the Subject Space, withdraw its request for consent to the Transfer if the Subject Space is less than all or substantially all of the term Premises. In that event, Landlord's election to terminate this Lease as to the Subject Space shall be null and void and of no force and effect. In the Transfer as set forth in the Transfer Notice. If event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Base Rent and Tenant's Share of increases in Direct Expenses reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.DocuSign Envelope ID: 2AF71C8F-63E9-45D8-84DE-18D3F80FA89A

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten fifteen (1015) business days after receipt of any Transfer Notice involving Notice, to (i) an assignment of Tenant's entire interest in this Lease recapture the Subject Space, or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) take an assignment or sublease of the then total rentable square footage of the Premises, to recapture the Subject SpaceSpace from Tenant. Such recapture recapture, or sublease or assignment notice shall cancel and terminate this Lease Lease, or create a sublease or assignment, as the case may be, with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. , If Landlord declines, or fails to elect in a timely manner to recapture recapture, sublease or take an assignment of the Subject Space under this Section 14.4, then, then provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord's option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent XXXXXX XXXX XXXXXXXXX XXXX [MicroSim Corporation] reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to ------------------------------------- the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord's option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything any provision to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject SpaceSpace in the event the Subject Space constitutes twenty-five percent (25%) or more of the Premises or in the event the Subject Space together with all prior Subject Spaces would constitute twenty- five percent (25%) or more of the Premises (i.e., if a particular Transfer would result in more than twenty-five percent (25%) of the Premises being subject to a Transfer, the provisions of this Section 14.4 shall become effective) . Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord’s option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer Transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.Article 14. -00- XXXXXX XXXXXX XXXXXX CENTRE DEL MAR [Santarus, Inc.]

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, and except with respect to "Customer Subleases" and "Non-Transfers," as those terms are defined in Sections 14.6 and 14.7, below, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord's option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice (the "Recapture Notice") to Tenant within ten on or before the date which is the earlier to occur of (10i) business thirty (30) days after Landlord's receipt of any Transfer Notice involving (i) an assignment of from Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the Premises, to recapture the Subject SpaceSpace or the Premises. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner manner, to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of this Article 14. Such Recapture Notice shall, within thirty (30) days after delivery thereof to Tenant, cancel and terminate this Lease with respect to the last paragraph of Section 14.2 of this LeaseSubject Space or the Premises.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord’s option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to [SAN XXXXXX CORPORATE CENTER] elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 1410, but subject to Section 10.6 below, if Tenant contemplates a Transfer to anyone other than an Affiliate pursuant to and in accordance with Section 10.6 below, and such Transfer, which when aggregated with all prior Transfers (other than prior Transfers to an Affiliate consummated in accordance with Section 10.6 below) pertains to more than twenty-five percent (25%) of the Premises, then Landlord shall have the option option, by giving written notice to Tenant within ten twenty (1020) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease Lease, with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.410.3, then, provided Landlord Lxxxxxxx has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord’s option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer Transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, in the event either (i) Tenant proposes to assign the entire Lease (other than in connection with a Permitted Transfer) or (ii) following any proposed Transfer (other than in connection with a Permitted Transfer) Tenant will occupy less than fifty-one percent (51%) of the Premises (not including any short term executive suite occupancy agreements), Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving pertaining to (i) an assignment of Tenant's entire interest in this Lease or (ii) a subleasesublease which, which when aggregated with all any other subleases of space in the Premisessubleased by Tenant, is more than [***] exceeds sixty percent ([***]60%) of the then total rentable square footage of the Premises, (ii) a sublease for a term expiring in the last twelve (12) months of the Lease Term or (iii) any assignment of this Lease to anyone other than an Affiliate Assignee, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If this Lease shall be canceled is terminated with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Leaseabove.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten forty-five (1045) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord’s option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this LeaseArticle 14.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, except for an assignment described in Section 14.5 below, Landlord shall have the option option, by giving written notice to Tenant within ten (10) business days after receipt of any Transfer Notice involving (i) an assignment where the Subject Space consists of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] fifty percent ([***]50%) of the then total rentable square footage or more of the Premises, to recapture the Subject SpaceSpace from Tenant. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space and release Tenant from any further liability in connection with the Subject Space so recaptured by Landlord as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.414.3, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten (10) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject SpaceSpace but only if the Transfer is for fifty percent (50%) or more of the Premises for substantially all of the remainder of the then Lease Term. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until Transfer. In the last day event of the term of the Transfer as set forth in the Transfer Notice. If a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, (i) the Rent reserved herein and the amount of the Security Deposit or letter of credit shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, (ii) Landlord shall be responsible for all costs to separately demise the Premises from the recaptured space and segregate any previously dedicated Building services and utilities, and (iii) this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer Transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of this Article 14. In no event shall this Section 14.2 of this Lease14.4 apply to a Transfer to a Permitted Transferee.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article ARTICLE 14, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving Notice, to (i) an assignment of Tenant's entire interest in this Lease recapture the Subject Space, or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) take an assignment or sublease of the then total rentable square footage of the Premises, to recapture the Subject SpaceSpace from Tenant. Such recapture recapture, or sublease or assignment notice shall cancel and terminate this Lease Lease, or create a sublease or assignment, as the case may be, with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice. If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture recapture, sublease or take an assignment of the Subject Space under this Section SECTION 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section SECTION 14.2 of this Lease.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, Landlord shall have the option option, by giving written notice to Tenant within ten (10) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until until, at Landlord’s election, (i) the last day of the term of the Transfer as set forth in the Transfer NoticeNotice or (ii) the expiration of the Lease Term. If this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 1414 (but subject to Sections 14.7 and 14.8 below), Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer Notice; provided, however, such recapture and termination right shall only apply with respect to any proposed assignment, or any sublease, which, when aggregated with all subleases then in effect to non-Affiliates, pertains to more than twenty-five percent (25%) of the Premises. If this Lease shall be canceled is terminated with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 above. Tenant shall not incur or be liable for any commissions, costs, fees or expenses payable to third parties resulting from Landlord's recapture of this Leaseany Subject Space from Tenant.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, if Tenant requests Landlord’s consent to Transfer that is an assignment of this Lease or a Transfer that is a sublease of two (2) or more full floors of the Premises for substantially the remaining Term, then Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeTransfer. If this Lease shall be canceled is terminated with respect to less than the entire Premises, the Rent and the then L-C Amount reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same; provided, however, that in no event shall the L-C Amount be reduced below two hundred percent (200%) of the Base Rent payable by Tenant for the last full calendar month of the Lease Term for such reduced Premises leased by Tenant after such recapture by Landlord. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Leaseabove.

Landlord’s Option as to Subject Space. Notwithstanding anything to the contrary contained in this Article 14, if Xxxxxx proposes to Transfer all or substantially all of the Premises for all or substantially all of the remaining Lease Term, Landlord shall have the option option, by giving written notice to Tenant within ten thirty (1030) business days after receipt of any Transfer Notice involving (i) an assignment of Tenant's entire interest in this Lease or (ii) a sublease, which when aggregated with all other subleases of space in the Premises, is more than [***] percent ([***]%) of the then total rentable square footage of the PremisesNotice, to recapture the Subject Space. Such recapture notice shall cancel and terminate this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as the effective date of the proposed Transfer until the last day of the term of the Transfer as set forth in the Transfer NoticeNotice (or at Landlord's option, shall cause the Transfer to be made to Landlord or its agent, in which case the parties shall execute the Transfer documentation promptly thereafter). If In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant iii in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the Subject Space under this Section 14.4, then, provided Landlord has consented to the proposed Transfer, Tenant shall be entitled to proceed to transfer the Subject Space to the proposed Transferee, subject to provisions of the last paragraph of Section 14.2 of this Lease.Article 14. 14.5