Common use of Master Landlord’s Consent Clause in Contracts

Master Landlord’s Consent. Sublandlord and Subtenant expressly acknowledge and agree that this Sublease is subject to Master Landlord’s prior written consent, on a form to be provided by Master Landlord that is reasonably acceptable to Sublandlord and Subtenant (“Master Landlord’s Consent”), and Sublandlord shall use commercially reasonable efforts to ensure that the Master Landlord Consent includes the following provisions: (i) Master Landlord waives its right to recapture the Subleased Premises in connection with Sublandlord’s desire to sublet the Subleased Premises to Subtenant, (ii) Master Landlord agrees to make a portion of the Allowance referred to in Paragraph 4 of Exhibit A attached to the Second Amendment (which portion shall be in the amount of $242,120.00) available to Subtenant to pay or reimburse Subtenant for costs that Subtenant intends to incur in connection with the design, permitting and construction or installation of certain tenant improvements that Subtenant desires to undertake, or cause to be undertaken, in connection with the Subleased Premises, which portion of such Allowance shall be made available to Subtenant in accordance with the terms and conditions set forth in Paragraphs 3 through 7 of Exhibit A attached to the Second Amendment, except that Master Landlord shall have consented that the January 31, 2019 date referred to in the last sentence of Paragraph 4 of Exhibit A attached to the Second Amendment shall be extended to June 30, 2020, (iii) Subtenant shall have the right to occupy and use the Subleased Premises during the term of this Sublease for biotechnical and pharmaceutical research and development, assembly, biotechnical or pharmaceutical manufacturing, and warehousing, and any other uses permitted under the Master Lease, (iv) in connection with the conduct of Subtenant’s business operations in the Premises, Subtenant shall have the right, without payment by Subtenant of any processing fee or fees and expenses of any consultants retained by Master Landlord in connection with review of Exhibit D attached hereto, to use and store in, and transport to and from, the Subleased Premises, the types and amounts of Hazardous Material as specified on Exhibit D attached hereto, and (v) Subtenant may remove from the Subleased Premises any specialized tenant improvements installed by and paid for by Subtenant so long as Subtenant repairs any damage resulting from such removal. Sublandlord shall use commercially reasonable and diligent efforts to obtain Master Landlord’s Consent, and Subtenant agrees to cooperate in all reasonable respects in connection therewith. In the event that Master Landlord’s Consent (with the provisions substantially similar to the clauses (i) through (v) above included in such Master Landlord’s Consent unless waived in writing by Subtenant) is not obtained within forty-five (45) days following the submittal of this Sublease by Sublandlord to Master Landlord, Sublandlord and Subtenant shall have the right to terminate this Sublease by providing written notice thereof to the other party unless Master Landlord’s consent is obtained prior to the giving of any such notice, in which event such notice shall be of no force or effect. In the event such written notice of termination is given following the lapse of such forty-five (45) day period and prior to Master Landlord’s Consent being obtained, this Sublease shall be deemed null and void, and neither Sublandlord nor Subtenant shall have any liability or obligations to the other hereunder (excepting those provisions of this Sublease that are deemed to survive the expiration or earlier termination hereof and except that Sublandlord shall immediately return to Subtenant any prepaid Rent and Security Deposit paid or delivered to Sublandlord by Subtenant).

Master Landlord’s Consent. Sublandlord and Subtenant expressly acknowledge and agree that this Sublease is subject to Master Landlord’s prior written consentThe undersigned, on a form to be provided by as Master Landlord under the Master Lease, acknowledges and agrees that it is reasonably acceptable familiar with, and has read and understands, all of the provisions of this Lease, and hereby consents to Sublandlord this Lease as a sublease of the Premises under the Master Lease and Subtenant all of the terms and conditions contained in this Lease, (“including, without limitation, the paragraph immediately preceding the Summary). Master LandlordLandlord further agrees that (a) in the event of the cancellation or termination of the Master Lease prior to the expiration date or earlier termination of this Lease (for any reason other than as a result of Tenant’s Consent”Default under this Lease), and Sublandlord shall use commercially reasonable efforts to ensure that the Master Landlord Consent includes the following provisions: shall immediately either (iA) recognize this Lease in writing as a direct lease between Master Landlord waives its right to recapture the Subleased Premises in connection with Sublandlord’s desire to sublet the Subleased Premises to Subtenant, and Tenant (ii) Master Landlord agrees to make a portion upon all of the Allowance referred to in Paragraph 4 of Exhibit A attached to the Second Amendment (which portion shall be in the amount of $242,120.00) available to Subtenant to pay or reimburse Subtenant for costs that Subtenant intends to incur in connection with the design, permitting and construction or installation of certain tenant improvements that Subtenant desires to undertake, or cause to be undertaken, in connection with the Subleased Premises, which portion of such Allowance shall be made available to Subtenant in accordance with the terms and conditions set forth in Paragraphs 3 through 7 this Lease) and attorn to Tenant hereunder and perform all of Exhibit A attached Landlord’s covenants, duties, liabilities and obligations under this Lease thereafter to be performed, including, without limitation, with respect to any continuing defaults (and by execution of this Lease, Tenant hereby agrees, under such circumstances, to recognize this Lease as a direct Lease between Master Landlord and attorn to Master Landlord hereunder), or (B) enter into a new Master Lease with a third party Meet Me Room Sublease which is affiliated with Master Landlord (a “Substitute Tenant”) (subject to Section 23.19 of this Lease) on terms substantially similar to the Second Amendmentterms of the Master Lease in all material respects, except and shall simultaneously cause such Substitute Tenant to assume in writing the Landlord’s obligations under this Lease (such that any such Substitute Tenant would become the Landlord under this Lease), and (b) in the event of any such recognition or new lease, Tenant’s possession, use and occupancy of the Premises under this Lease, and Tenant’s rights and remedies under this Lease shall not be disturbed or interfered with by Master Landlord shall have consented that (provided Tenant is not in Default under this Lease), subject, however, to Master Landlord’s (or Substitute Tenant’s, as the January 31, 2019 date referred to case may be) rights and remedies under this Lease (as landlord) in the last sentence event of Paragraph 4 such recognition and attornment or new lease, as the case may be (and, without limiting the foregoing, Master Landlord will not join Tenant as a party defendant for the purpose of Exhibit A attached terminating Landlord’s interest and estate under the Master Lease). Master Landlord, Landlord and Tenant shall execute such documents as may be reasonably necessary to effectuate such direct lease and/or new Master Lease upon the Second Amendment shall be extended to June 30, 2020, (iii) Subtenant shall have the right to occupy terms and use the Subleased Premises during the term conditions set forth hereinabove. By execution of this Sublease for biotechnical Lease, Landlord hereby assigns and pharmaceutical research transfers to Master Landlord Landlord’s interest in all rentals and developmentincome arising therefrom; provided, assemblyhowever, biotechnical or pharmaceutical manufacturing, and warehousing, and any other uses permitted that until a default shall occur in the performance of Landlord’s obligations as tenant under the Master Lease, Master Landlord agrees that Landlord may receive, collect and enjoy the rents accruing under this Lease. In no event shall the Master Lease be amended so as to adversely affect Tenant’s rights or remedies under this Lease, or increase any of Tenant’s duties, covenants, obligations, liabilities, costs or expenses under this Lease. If Master Landlord fails to perform any of its obligations under the Master Lease, or if Landlord otherwise fails to cause Master Landlord to perform the obligations required under this Lease (iv) including, without limitation, as a result of any bankruptcy proceeding), then, without limiting any of Tenant’s other rights or remedies, Tenant shall be subrogated to any rights and/or claims Landlord may have against Master Landlord and/or any of the Master Landlord Parties in connection with therewith (and, without limiting the conduct of Subtenant’s business operations in the Premisesforegoing, Subtenant Tenant shall have the right, without payment by Subtenant all other subrogation and similar rights as may be available at law and/or in equity). The provisions of any processing fee or fees and expenses of any consultants retained by Master Landlord in connection with review of Exhibit D attached hereto, to use and store in, and transport to and from, the Subleased Premises, the types and amounts of Hazardous Material as specified on Exhibit D attached hereto, and (v) Subtenant may remove from the Subleased Premises any specialized tenant improvements installed by and paid for by Subtenant so long as Subtenant repairs any damage resulting from such removal. Sublandlord shall use commercially reasonable and diligent efforts to obtain Master Landlord’s Consent, and Subtenant agrees to cooperate in all reasonable respects in connection therewith. In the event that this Master Landlord’s Consent (with the provisions substantially similar shall inure to the clauses (i) through (v) above included in such Master Landlord’s Consent unless waived in writing by Subtenant) is benefit not obtained within forty-five (45) days following the submittal only of this Sublease by Sublandlord to Master LandlordTenant, Sublandlord but also of its heirs, personal representatives, successors and Subtenant assigns, and shall have the right to terminate this Sublease by providing written notice thereof to the other party unless Master Landlord’s consent is obtained prior to the giving of any such notice, in which event such notice shall be of no force or effect. In the event such written notice of termination is given following the lapse of such forty-five (45) day period bind and prior apply to Master Landlord’s Consent being obtainedheirs, this personal representatives, successors and assigns (including, without limitation, any lenders of Master Landlord), and Master Landlord and Landlord shall execute such documents reasonably requested by Tenant to evidence the same. XXXXX REIT ONE WILSHIRE LP, a Delaware limited partnership By: Xxxxx REIT One Wilshire GP LLC, a Delaware limited liability company By: Name: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx Its: Manager Meet Me Room Sublease EXHIBIT A EXHIBIT A EXHIBIT B EQUIPMENT AND INFRASTRUCTURE EQUIPMENT / SYSTEM COMPONENT QUANTITY MANUFACTURER SIZE LOCATION COMMENTS / DESCRIPTION Condenser Water Loop Cooling Tower 5 Evapco 600 Tons (Ea.) 31st floor roof The system distributes condenser water from the 31st floor roof down to the 4th floor. Distribution pipes run vertically through the north air shafts, except on the 18th floor where the pipes traverse Suite 1810. Manifolds are located on various floors to distribute condenser water to users on those floors. Both the supply and return pipe ranges in size from 14” to 8”. Pump 6 Xxxxxxxxx 1,800 GPM 31st floor roof Piping — 8” to 14” - varies by location North air shaft CT Basin Cleaner 5 Lakos 825 gpm w/ 40 micron filter bags 31st floor roof Utility Bus Duct / Back-up Generator / Paralleling Gear Bus Duct U-5 GE Spectra Series 5000 amp/480v 3rd floor roof & electric closets on each floor 5000 amp / 480v bus running from the 3rd floor roof, vertically through electrical closets on each floor. Bus connects to 5000amp 480v Electronic Transfer Switch located on the 3rd floor roof. Provide back up power to Utility Bus Duct 5, via ATS. Back-up Generator 2 Catapillar 2.2 MW (3050amps @ 480V) Equipment pad on surface lot Fuel Storage Tank 1 — 8,000 Gallon Diesel Fuel Tank Equipment pad on surface lot Paralleling Gear General Electric 5000 amp/480v 3rd floor roof Cooling Tower (for 1st & 2nd floor IDC) Cooling Tower XXX XXX TBD 3rd floor roof To be built in conjunction with 1st and 2nd floor IDC space. System will provide cooling to CRG West leased space. Pump XXX XXX TBD 3rd floor roof Chiller XXX XXX TBD 3rd floor roof Note: This exhibit lists major components of the Equipment / Systems, but it is not exhaustive EXHIBIT B EXHIBIT B 3RD FLOOR ROOF EQUIPMENT EXHIBIT B 3RD FLOOR ROOF EQUIPMENT EXHIBIT C Conduits Conduit ID External Diameter From From Floor To To Floor 0284 4.50 Ste 2850 28 Meet Me Room 4 0474 2.25 Ste 1010 10 P-4 3 0618 4.50 Ste 0803 8 Meet Me Room 4 0665 4.50 Ste 1717 17 Meet Me Room 4 0707 4.50 Ste 1010 10 Meet Me Room 4 0963 4.50 Ste 1150 11 Meet Me Room 4 1087 4.00 Ste 0801 8 Meet Me Room 4 1094 4.50 Ste 0700A 7 Meet Me Room 4 1098 4.00 Ste 0802 8 Meet Me Room 4 1104 4.00 Ste 0801 8 Meet Me Room 4 1111 4.50 Ste 0700 7 Meet Me Room 4 1179 4.50 Ste 1110 11 Meet Me Xxxx 0 0000 XXX 0 0 0000 XXX 4 4 2352 4.50 Ste 0700 7 Ste. 302 3 2911 4.00 MMR S. Closet 4 MDF 4 2916 4.00 703 7 MDF 4 2924 4.00 1010 10 s. MMR closet 4 2925 4.00 1010 10 MDF 4 2936 4.00 1140 11 4th floor MDF 4 2937 4.00 1900 S. IDF 19 4th floor fan room 4 2938 4.00 1900 S. IDF 19 4th floor fan room 4 2950 4.00 1900 S. IDF 19 4th floor fan room 4 2951 4.00 1900 Eastside 19 4th floor fan room 4 2952 4.00 1900 Eastside 19 4th floor fan room 4 2955 4.00 2800 28 MDF 4 TBD 4.00 2700 28 MDF 4 TBD 4.00 2700 28 MDF 4 TBD 4.00 2700 28 MDF 4 TBD 4.00 2700 28 MDF 4 In addition to the foregoing conduits (and without limiting the foregoing), the Conduits shall also include all existing conduits to the extent to which they terminate (a) solely within the Premises, (b) only within the Premises after entering the Building, (c) within the Premises and a Building point of entry, or (d) within the Premises and upon or immediately beneath the Building roof or other exterior Building penetration. The parties acknowledge that any rights to conduit set forth herein are subordinate to any rights of use granted to third parties prior to the date hereof. Further, and without limiting the foregoing, Tenant’s rights to use the Conduits shall be deemed null and void, and neither Sublandlord nor Subtenant shall have any liability or obligations subordinate to the other hereunder (excepting those provisions of this Sublease that are deemed to survive rights granted prior hereto under the expiration or earlier termination hereof following “footprint” leases between Landlord and except that Sublandlord shall immediately return to Subtenant any prepaid Rent and Security Deposit paid or delivered to Sublandlord by Subtenant).the following tenants at the Building:

Master Landlord’s Consent. Sublandlord and Subtenant expressly acknowledge and agree that this Sublease is subject to Master Landlord’s prior written consentconsent to this Sublease, on a form to be provided by Master Landlord that is reasonably acceptable to Sublandlord and Subtenant (“Master Landlord’s Consent”), and Sublandlord shall use commercially reasonable efforts to ensure that the Master Landlord Consent includes the following provisions: (i) Master Landlord waives its right to recapture the Subleased Premises in connection with Sublandlord’s desire to sublet the Subleased Premises to Subtenant, (ii) Master Landlord agrees to make a portion of the Allowance referred to in Paragraph 4 of Exhibit A attached to the Second Amendment (which portion shall be in the amount of $242,120.00) available to Subtenant to pay or reimburse Subtenant for costs that Subtenant intends to incur in connection with the design, permitting and construction or installation of certain tenant improvements that Subtenant desires to undertake, or cause to be undertaken, in connection with the Subleased Premises, which portion of such Allowance shall be made available to Subtenant in accordance with the terms and conditions set forth in Paragraphs 3 through 7 of Exhibit A attached to the Second Amendment, except that Master Landlord shall have consented that the January 31, 2019 date referred to in the last sentence of Paragraph 4 of Exhibit A attached to the Second Amendment shall be extended to June 30, 2020, (iii) Subtenant shall have the right to occupy and use the Subleased Premises during the term of this Sublease for biotechnical and pharmaceutical research and development, assembly, biotechnical or pharmaceutical manufacturing, and warehousing, and any other uses permitted under the Master Lease, (iv) in connection with the conduct of Subtenant’s business operations in the Premises, Subtenant shall have the right, without payment by Subtenant of any processing fee or fees and expenses of any consultants retained by Master Landlord in connection with review of Exhibit D attached hereto, to use and store in, and transport to and from, the Subleased Premises, the types and amounts of Hazardous Material as specified on Exhibit D attached hereto, and (v) Subtenant may remove from the Subleased Premises any specialized tenant improvements installed by and paid for by Subtenant so long as Subtenant repairs any damage resulting from such removal. Sublandlord shall use commercially reasonable and diligent efforts to obtain Master Landlord’s Consent, and Subtenant agrees to cooperate in all reasonable respects in connection therewith. In Master Landlord’s Consent, unless waived by Subtenant in writing, shall provide that Master Landlord approves of the event Alterations described in Exhibit D to this Sublease and that the provisions of Section 13.1 of the Master Lease relating to “Permitted Transfers” shall also be applicable to Subtenant. If Master Landlord’s Consent (with the provisions substantially similar to the clauses (i) through (v) above included in such Master Landlord’s Consent unless waived in writing by Subtenant) is not obtained within forty-five thirty (4530) days following the submittal after execution of this Sublease by both Subtenant and Sublandlord, then either Sublandlord to Master Landlord, Sublandlord and or Subtenant shall have the right to may terminate this Sublease by providing giving written notice thereof to the other party unless prior to receipt of Master Landlord’s consent is obtained prior Consent, and Sublandlord shall return to Subtenant any amounts delivered by Subtenant under this Sublease. Neither party shall have any liability to the giving other for any termination or cancellation of any this Sublease as a result of Master Landlord’s failure or refusal to consent to this Sublease, unless such notice, party by its willful act caused Master Landlord to refuse timely consent to this Sublease. Any fees charged by Master Landlord in which event such notice shall be of no force or effect. In connection with the event such written notice of termination is given following the lapse of such forty-five (45) day period and prior to Master Landlord’s Consent being obtained, this Sublease shall be deemed null and void, and neither Sublandlord nor at Sublandlord’s cost; provided that Subtenant shall have within five (5) business days of demand, pay Sublandlord for any liability or obligations increase in such fees to the extent specifically resulting from Subtenant’s request for approval for Alterations, signage or other hereunder (excepting those provisions special request made by Subtenant during the process of this Sublease that are deemed to survive the expiration or earlier termination hereof and except that Sublandlord shall immediately return to Subtenant any prepaid Rent and Security Deposit paid or delivered to Sublandlord by Subtenant)seeking Master Landlord’s Consent.

Master Landlord’s Consent. Sublandlord Sublessor and Subtenant expressly Sublessee acknowledge and agree that this Sublease is subject to Master Landlord’s prior written consent, on a form to be provided by the consent of Master Landlord that is reasonably acceptable under Article 17 of the Master Lease. Sublessor covenants, warrants and represents to Sublandlord and Subtenant (“Master Landlord’s Consent”), and Sublandlord shall use commercially reasonable efforts to ensure Sublessee that the Master Landlord Consent includes the following provisions: (i) Master Landlord waives has waived its recapture right to recapture the Subleased Premises in connection with Sublandlord’s desire to sublet the Subleased Premises to Subtenant, (ii) Master Landlord agrees to make a portion under Section 17.3 of the Allowance referred to in Paragraph 4 of Exhibit A attached Master Lease and has otherwise consented to the Second Amendment (which portion shall be in transaction contemplated by this Sublease, but has not yet approved the amount of $242,120.00) available to Subtenant to pay or reimburse Subtenant for costs that Subtenant intends to incur in connection with the design, permitting and construction or installation of certain tenant improvements that Subtenant desires to undertake, or cause to be undertaken, in connection with the Subleased Premises, which portion of such Allowance shall be made available to Subtenant in accordance with the terms and conditions set forth in Paragraphs 3 through 7 of Exhibit A attached to the Second Amendment, except that Master Landlord shall have consented that the January 31, 2019 date referred to in the last sentence of Paragraph 4 of Exhibit A attached to the Second Amendment shall be extended to June 30, 2020, (iii) Subtenant shall have the right to occupy and use the Subleased Premises during the term form of this Sublease for biotechnical and pharmaceutical research and development, assembly, biotechnical or pharmaceutical manufacturing, and warehousing, and any other uses permitted under as required by Section 17.4(f) of the Master Lease. In light of the Commencement Date, Sublessor and Sublessee nevertheless have agreed to execute this Sublease prior to Master Landlord’s approval of the form hereof. As such, Sublessor covenants and agrees that within one (iv1) in connection with business day after the conduct of Subtenant’s business operations in the PremisesEffective Date hereof, Subtenant Sublessor shall have the right, without payment by Subtenant of any processing fee or fees and expenses of any consultants retained by deliver to Master Landlord a copy of this fully executed Sublease in connection with review of Exhibit D attached hereto, to use and store in, and transport to and from, the Subleased Premises, the types and amounts of Hazardous Material as specified on Exhibit D attached hereto, and (v) Subtenant may remove from the Subleased Premises any specialized tenant improvements installed by and paid for by Subtenant so long as Subtenant repairs any damage resulting from such removal. Sublandlord shall use commercially reasonable and diligent efforts order to obtain Master Landlord’s Consentapproval thereof. If, and Subtenant agrees to cooperate in all reasonable respects in connection therewith. In the event that response thereto, Master Landlord’s Consent (with the provisions substantially similar Landlord requires revision(s) to the clauses (i) through (v) above included in such Master Landlord’s Consent unless waived in writing by Subtenant) is not obtained within forty-five (45) days following the submittal of this Sublease by Sublandlord to Master LandlordSublease, Sublandlord and Subtenant Sublessor immediately shall have the right to terminate this Sublease by providing written notice thereof to the other party unless Master Landlord’s consent is obtained prior to the giving of any such notice, in which event such notice shall be of no force or effect. In the event such give Sublessee written notice of termination is given following the lapse such required change(s) and Sublessor and Sublessee shall promptly and in good faith enter into a mutually agreeable amendment to this Sublease to incorporate such required change(s) of such forty-five (45) day period and prior to Master Landlord’s Consent being obtained; provided, however, in no event shall either party be required to agree to any amendment that is inconsistent or in conflict with the terms of that certain Letter of Intent dated February 26, 2009, the terms of which Master Landlord has previously given its consent. Sublessor agrees to indemnify, defend and hold Sublessee harmless against any and all claims by Master Landlord arising from or in connection with this Sublease shall be deemed null and voidincluding, and neither Sublandlord nor Subtenant shall without limitation, Sublessee’s early entry into the Subleased Premises as set forth herein or the failure by Master Landlord to have any liability waived its recapture right or obligations consent to the other hereunder (excepting those provisions of this Sublease that are deemed to survive the expiration or earlier termination hereof and except that Sublandlord shall immediately return to Subtenant any prepaid Rent and Security Deposit paid or delivered to Sublandlord by Subtenant)Sublease.

Master Landlord’s Consent. Sublandlord It is understood and Subtenant expressly acknowledge and agree agreed by the Parties that the effectiveness of this Sublease is subject to Master Landlord’s prior the delivery of the written consent, on a form to be provided by consent of the Master Landlord that is pursuant to the Master Lease in form reasonably acceptable to Master Landlord, Sublandlord and Subtenant. Sublandlord and Subtenant (“agree to cooperate with each other to obtain such consent and Subtenant will provide such documents as Master Landlord’s Consent”), and Landlord reasonably requests including all financial information in a timely manner. Sublandlord shall use commercially reasonable efforts to ensure that the Master Landlord Consent includes the following provisions: (i) Master Landlord waives its right to recapture the Subleased Premises in connection with Sublandlord’s desire to sublet the Subleased Premises to Subtenant, (ii) Master Landlord agrees to make a portion of the Allowance referred to in Paragraph 4 of Exhibit A attached to the Second Amendment (which portion shall be in the amount of $242,120.00) available to Subtenant to pay or reimburse Subtenant for costs that Subtenant intends to incur in connection with the design, permitting and construction or installation of certain tenant improvements that Subtenant desires to undertake, or cause to be undertaken, in connection with the Subleased Premises, which portion of such Allowance shall be made available to Subtenant in accordance with the terms and conditions set forth in Paragraphs 3 through 7 of Exhibit A attached to the Second Amendment, except that Master Landlord shall have consented that the January 31, 2019 date referred to in the last sentence of Paragraph 4 of Exhibit A attached to the Second Amendment shall be extended to June 30, 2020, (iii) Subtenant shall have the right to occupy and use the Subleased Premises during the term of this Sublease for biotechnical and pharmaceutical research and development, assembly, biotechnical or pharmaceutical manufacturing, and warehousing, and any other uses permitted under the Master Lease, (iv) in connection with the conduct of Subtenant’s business operations in the Premises, Subtenant shall have the right, without payment by Subtenant of any processing fee or fees and expenses of any consultants retained charge which is imposed by Master Landlord in connection with review of Exhibit D attached hereto, to use this Sublease and store in, and transport to and from, the Subleased Premises, the types and amounts of Hazardous Material as specified on Exhibit D attached hereto, and (v) Subtenant may remove from the Subleased Premises any specialized tenant improvements installed by and paid for Master Landlord's Consent. If Master Landlord's Consent hereto has not been received by Subtenant so long as Subtenant repairs any damage resulting from such removal. Sublandlord shall use commercially reasonable and diligent efforts to obtain Master Landlord’s Consent, and Subtenant agrees to cooperate in all reasonable respects in connection therewith. In the event that Master Landlord’s Consent (with the provisions substantially similar to the clauses (i) through (v) above included in such Master Landlord’s Consent unless waived in writing by Subtenant) is not obtained within forty-forty five (45) days following subsequent to the submittal of date this Sublease by Sublandlord to Master Landlordis fully executed, Sublandlord and Subtenant shall have the right to terminate this Sublease by providing written notice thereof to the other party unless Master Landlord’s consent is obtained prior to the giving of any such notice, in which event such notice shall be of no force or effect. In the event such written notice of termination is given following the lapse of such forty-five (45) day period and prior to Master Landlord’s “Consent being obtainedReceipt Date”), this Sublease shall be deemed null and voidterminate without any further action required by either the Sublandlord or Subtenant. Sublandlord, and neither Subtenant may mutually agree to extend the Consent Receipt Date through amendment to this Sublease. Each of Sublandlord nor and Subtenant shall have any liability represents that it has the power and authority to enter into this Sublease and that, except for Master Landlord's consent, no other consents or obligations to authorizations are required for the other hereunder (excepting those provisions effectiveness of this Sublease that are deemed Sublease. Sublandlord hereby acknowledges to survive the expiration or earlier termination hereof and except that Master Landlord that, notwithstanding this Sublease, Sublandlord shall immediately return in no way be released or relieved, in whole or in part, from Sublandlord's covenants as “Tenant” under the Master Lease. Sublandlord retains its right to withdraw the request for consent, and all other rights, under the Master Lease; provided Subtenant any prepaid Rent has made the payments set forth in, and Security Deposit paid or delivered to Sublandlord by Subtenant)in accordance with, Section 12.

Master Landlord’s Consent. Sublandlord and Subtenant expressly acknowledge and agree that this This Sublease is subject conditioned upon the written consent by the Master Landlord and Sublandlord to this Sublease, which consent shall be substantially in the form annexed hereto as Exhibit “C” (the “Consent to Sublease”). Promptly after the execution of this Sublease, Sub-Sublandlord shall present the Consent to Sublease to Master Landlord’s prior written consent, on a form to be provided by Master Landlord that is reasonably acceptable to and Sublandlord and Subtenant (“Master Landlord’s Consent”), and for execution. Sub-Sublandlord shall use commercially reasonable efforts to ensure that the Master Landlord Consent includes the following provisions: (i) Master Landlord waives its right to recapture the Subleased Premises in connection with Sublandlord’s desire to sublet the Subleased Premises to Subtenant, (ii) Master Landlord agrees to make a portion of the Allowance referred to in Paragraph 4 of Exhibit A attached to the Second Amendment (which portion shall be in the amount of $242,120.00) available to Subtenant to pay or reimburse Subtenant for costs that Subtenant intends to incur in connection with the design, permitting and construction or installation of certain tenant improvements that Subtenant desires to undertake, or cause to be undertaken, in connection with the Subleased Premises, which portion of such Allowance shall be made available to Subtenant in accordance with the terms and conditions set forth in Paragraphs 3 through 7 of Exhibit A attached to the Second Amendment, except that Master Landlord shall have consented that the January 31, 2019 date referred to in the last sentence of Paragraph 4 of Exhibit A attached to the Second Amendment shall be extended to June 30, 2020, (iii) Subtenant shall have the right to occupy and use the Subleased Premises during the term of this Sublease for biotechnical and pharmaceutical research and development, assembly, biotechnical or pharmaceutical manufacturing, and warehousing, and any other uses permitted under the Master Lease, (iv) in connection with the conduct of Subtenant’s business operations in the Premises, Subtenant shall have the right, without payment by Subtenant of any processing fee or fees and expenses of any consultants retained by Master Landlord in connection with review of Exhibit D attached hereto, to use and store in, and transport to and from, the Subleased Premises, the types and amounts of Hazardous Material as specified on Exhibit D attached hereto, and (v) Subtenant may remove from the Subleased Premises any specialized tenant improvements installed by and paid for by Subtenant so long as Subtenant repairs any damage resulting from such removal. Sublandlord shall use commercially reasonable and diligent best efforts to obtain Master Landlord’s Consentand Sublandlord’s execution of the Consent to Sublease on or before that date which is 45 days from the date first set forth above (the “Final Consent Delivery Date”), and including payment of any moneys required to be paid such parties for their consent, but Sub-sublandlord shall not be required to take any legal action for such purpose. Subtenant agrees to cooperate with Sub-Sublandlord in all reasonable respects in connection therewithresponding to any request by Master Landlord and Sublandlord for information (financial or otherwise) or documents relating to Subtenant or its business. In Should Sub-Sublandlord fail for any reason to deliver possession of the event that Master Landlord’s Consent (Sub-Sublease Premises along with the provisions substantially similar executed Consent to the clauses (i) through (v) above included in such Master Landlord’s Consent unless waived in writing by Subtenant) is not obtained within forty-five (45) days following the submittal of this Sublease by Sublandlord to Master Landlordthe Final Consent Delivery Date, Sublandlord and Subtenant shall have the right to may terminate this Sublease by providing written notice thereof or elect to cause the other party unless Master Landlord’s consent is obtained prior Term to commence on (and the giving of any such notice, in Commencement Date shall be) the date on which event such notice shall be of no force or effect. In the event such written notice of termination is given following the lapse of such fortySub-five (45) day period and prior to Master Landlord’s Consent being obtained, this Sublease shall be deemed null and void, and neither Sublandlord nor Subtenant shall have any liability or obligations to the other hereunder (excepting those provisions of this Sublease that are deemed to survive the expiration or earlier termination hereof and except that Sublandlord shall immediately return actually delivers to Subtenant any prepaid Rent both possession of the Sub-Sublease Premises and Security Deposit paid or delivered the fully executed Consent to Sublandlord by Subtenant)Sublease.

Master Landlord’s Consent. This Sublease and the obligations of the parties hereunder are expressly conditioned upon Sublandlord’s obtaining prior written consent hereto by Master Landlord, Subtenant must promptly deliver to Sublandlord any information reasonably requested by Master Landlord (in connection with Master Landlord’s approval of this Sublease) with respect to the nature and operation of Subtenant’s business and/or the financial condition of Subtenant. Sublandlord and Subtenant expressly acknowledge and agree hereby agree, for the benefit of Master Landlord, that this Sublease is subject will not (a) create privity of contract between Master Landlord and Subtenant; (b) be deemed to have amended the Master Lease in any regard (unless Master Landlord will have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Master Landlord’s prior written consentright to consent to any assignment of the Master Lease by Sublandlord or any further subletting of the Master Premises, on or as a form waiver of Master Landlord’s right to be provided consent to any assignment by Master Landlord that is reasonably acceptable to Subtenant of this Sublease or any sub-subletting of the Premises or any part thereof. Sublandlord and Subtenant (“agree, for the benefit of Master Landlord’s Consent”), and Sublandlord shall use commercially reasonable efforts to ensure that the Master Landlord Consent includes the following provisions: (i) Master Landlord waives its right to recapture the Subleased Premises in connection with Sublandlord’s desire to sublet the Subleased Premises to Subtenant, (ii) Master Landlord agrees to make a portion of the Allowance referred to in Paragraph 4 of Exhibit A attached to the Second Amendment (which portion shall be in the amount of $242,120.00) available to Subtenant to pay or reimburse Subtenant for costs that Subtenant intends to incur in connection with the design, permitting and construction or installation of certain tenant improvements that Subtenant desires to undertake, or cause to be undertaken, in connection with the Subleased Premises, which portion of such Allowance shall be made available to Subtenant in accordance with the terms and conditions set forth in Paragraphs 3 through 7 of Exhibit A attached to the Second Amendment, except that Master Landlord shall have consented that the January 31, 2019 date referred to not bear responsibility for any delay in the last sentence of Paragraph 4 of Exhibit A attached to the Second Amendment shall be extended to June 30, 2020, (iii) Subtenant shall have the right to occupy and use the Subleased Premises during the term commencement of this Sublease for biotechnical and pharmaceutical research and development, assembly, biotechnical or pharmaceutical manufacturing, and warehousing, and any other uses permitted under the Master Lease, (iv) in connection with the conduct of Subtenant’s business operations in the Premises, Subtenant shall have the right, without payment by Subtenant of any processing fee or fees and expenses of any consultants retained by term. If Master Landlord in connection with review of Exhibit D attached hereto, fails to use and store in, and transport consent to and from, the Subleased Premises, the types and amounts of Hazardous Material as specified on Exhibit D attached hereto, and this Sublease within twenty (v) Subtenant may remove from the Subleased Premises any specialized tenant improvements installed by and paid for by Subtenant so long as Subtenant repairs any damage resulting from such removal. Sublandlord shall use commercially reasonable and diligent efforts to obtain Master Landlord’s Consent, and Subtenant agrees to cooperate in all reasonable respects in connection therewith. In the event that Master Landlord’s Consent (with the provisions substantially similar to the clauses (i) through (v) above included in such Master Landlord’s Consent unless waived in writing by Subtenant) is not obtained within forty-five (4520) days following after the submittal of this Sublease by Sublandlord to Master LandlordEffective Date, Sublandlord and Subtenant either party shall have the right to terminate this Sublease by providing giving written notice thereof to the other party unless Master Landlord’s consent is obtained prior to the giving of at any such notice, in which event such notice shall be of no force or effect. In the event such written notice of termination is given following the lapse of such forty-five (45) day period and prior to Master Landlord’s Consent being obtained, this Sublease shall be deemed null and void, and neither Sublandlord nor Subtenant shall have any liability or obligations to the other hereunder (excepting those provisions of this Sublease that are deemed to survive the expiration or earlier termination hereof and except that Sublandlord shall immediately return to Subtenant any prepaid Rent and Security Deposit paid or delivered to Sublandlord by Subtenant)time thereafter.

Master Landlord’s Consent. Sublandlord Sublessor and Subtenant expressly Sublessee acknowledge and agree that this Sublease is subject to Master Landlord’s prior written consent, on a form to be provided by the consent of Master Landlord that is reasonably acceptable under Article 17 of the Master Lease. Sublessor covenants, warrants and represents to Sublandlord and Subtenant (“Master Landlord’s Consent”), and Sublandlord shall use commercially reasonable efforts to ensure Sublessee that the Master Landlord Consent includes the following provisions: (i) Master Landlord waives has waived its recapture right to recapture the Subleased Premises in connection with Sublandlord’s desire to sublet the Subleased Premises to Subtenant, (ii) Master Landlord agrees to make a portion under Section 17.3 of the Allowance referred to in Paragraph 4 of Exhibit A attached Master Lease and has otherwise consented to the Second Amendment (which portion shall be in transaction contemplated by this Sublease, but has not yet approved the amount of $242,120.00) available to Subtenant to pay or reimburse Subtenant for costs that Subtenant intends to incur in connection with the design, permitting and construction or installation of certain tenant improvements that Subtenant desires to undertake, or cause to be undertaken, in connection with the Subleased Premises, which portion of such Allowance shall be made available to Subtenant in accordance with the terms and conditions set forth in Paragraphs 3 through 7 of Exhibit A attached to the Second Amendment, except that Master Landlord shall have consented that the January 31, 2019 date referred to in the last sentence of Paragraph 4 of Exhibit A attached to the Second Amendment shall be extended to June 30, 2020, (iii) Subtenant shall have the right to occupy and use the Subleased Premises during the term form of this Sublease for biotechnical and pharmaceutical research and development, assembly, biotechnical or pharmaceutical manufacturing, and warehousing, and any other uses permitted under as required by Section 17.4(f) of the Master Lease. In light of the Commencement Date, Sublessor and Sublessee nevertheless have agreed to execute this Sublease prior to Master Landlord’s approval of the form hereof. As such, Sublessor covenants and agrees that within one (iv1) in connection with business day after the conduct of Subtenant’s business operations in the PremisesEffective Date hereof, Subtenant Sublessor shall have the right, without payment by Subtenant of any processing fee or fees and expenses of any consultants retained by deliver to Master Landlord a copy of this fully executed Sublease in connection with review of Exhibit D attached hereto, to use and store in, and transport to and from, the Subleased Premises, the types and amounts of Hazardous Material as specified on Exhibit D attached hereto, and (v) Subtenant may remove from the Subleased Premises any specialized tenant improvements installed by and paid for by Subtenant so long as Subtenant repairs any damage resulting from such removal. Sublandlord shall use commercially reasonable and diligent efforts order to obtain Master Landlord’s Consentapproval thereof. If, and Subtenant agrees to cooperate in all reasonable respects in connection therewith. In the event that response thereto, Master Landlord’s Consent (with the provisions substantially similar Landlord requires revision(s) to the clauses (i) through (v) above included in such Master Landlord’s Consent unless waived in writing by Subtenant) is not obtained within forty-five (45) days following the submittal of this Sublease by Sublandlord to Master LandlordSublease, Sublandlord and Subtenant Sublessor immediately shall have the right to terminate this Sublease by providing written notice thereof to the other party unless Master Landlord’s consent is obtained prior to the giving of any such notice, in which event such notice shall be of no force or effect. In the event such give Sublessee written notice of termination is given following the lapse such required change(s) and Sublessor and Sublessee shall promptly and in good faith enter into a mutually agreeable amendment to this Sublease to incorporate such required change(s) of such forty-five (45) day period and prior to Master Landlord’s Consent being obtained: provided, however, in no event shall either party be required to agree to any amendment that is inconsistent or in conflict with the terms of that certain Letter of Intent dated February 26, 2009, the terms of which Master Landlord has previously given its consent. Sublessor agrees to indemnify, defend and hold Sublessee harmless against any and all claims by Master Landlord arising from or in connection with this Sublease shall be deemed null and voidincluding, and neither Sublandlord nor Subtenant shall without limitation, Sublessee’s early entry into the Subleased Premises as set forth herein or the failure by Master Landlord to have any liability waived its recapture right or obligations consent to the other hereunder (excepting those provisions of this Sublease that are deemed to survive the expiration or earlier termination hereof and except that Sublandlord shall immediately return to Subtenant any prepaid Rent and Security Deposit paid or delivered to Sublandlord by Subtenant)Sublease.

Master Landlord’s Consent. Sublandlord This Sublease is not and Subtenant expressly acknowledge shall not be effective unless and agree that until Master Landlord provides its consent to this Sublease is subject to under Section 14.1 [Transfers] of the Master Landlord’s prior written consent, on a form to be provided by Master Landlord that is reasonably acceptable to Sublandlord Lease and Subtenant this Section 3 (“Master Landlord’s Consent”), and Sublandlord shall use . If Master Landlord’s Consent has not been received within sixty (60) days after the Effective Date despite Sublandlord’s commercially reasonable efforts to ensure obtain same, Sublandlord or Subtenant may terminate this Sublease by written notice thereof delivered to the other party at any time prior to receipt of Master Landlord’s Consent and in such event neither party shall have any obligations to the other party under this Sublease, except that Sublandlord shall refund to Subtenant any Base Rent (as defined below) paid by Subtenant to Sublandlord and return the Letter of Credit delivered by Subtenant to Sublandlord. Sublandlord shall request Master Landlord’s consent to this Sublease no later than the date that is two (2) Business Days following the full execution and delivery of this Sublease by Subtenant and Sublandlord. Subtenant shall reasonably cooperate with Sublandlord to obtain Master Landlord’s Consent, including by providing Master Landlord with financial information and other information requested by Master Landlord and by executing the Master Landlord’s Consent as required. Subtenant shall promptly (and in any event prior to the date due under the Master Lease) pay all administrative fees, costs and expenses (including those incurred prior to the Effective Date) charged by Master Landlord in connection with obtaining Master Landlord’s Consent, including fees charged by Master Landlord pursuant to Section 14.1 [Transfers] of the Master Lease. Subtenant shall not request of Master Landlord any rights or terms in connection with Master Landlord’s Consent includes that could constitute an amendment to or modification or waiver of any term or provision of the following provisionsMaster Lease and it shall not be reasonable for Subtenant to fail to execute Master Landlord’s Consent on such basis. Without limiting the generality of the foregoing, Subtenant shall not request of Master Landlord (and it shall not be reasonable for Subtenant to fail to execute Master Landlord’s Consent if the Master Landlord’s Consent does not provide) that: (i) Master Landlord waives its Subtenant shall have the right to recapture make Cosmetic Alterations to the Subleased Premises in connection accordance with SublandlordSection 8.1 [Landlord’s desire Consent to sublet Alterations] of the Subleased Premises to Subtenant, Master Lease; (ii) Master Landlord agrees to make a portion Subtenant shall have the benefits of Section 14.7 [Deemed Consent Transfers] of the Allowance referred to in Paragraph 4 of Exhibit A attached to the Second Amendment (which portion shall be in the amount of $242,120.00) available to Subtenant to pay or reimburse Subtenant for costs that Subtenant intends to incur in connection with the design, permitting and construction or installation of certain tenant improvements that Subtenant desires to undertake, or cause to be undertaken, in connection with the Subleased Premises, which portion of such Allowance shall be made available to Subtenant in accordance with the terms and conditions set forth in Paragraphs 3 through 7 of Exhibit A attached to the Second Amendment, except that Master Landlord shall have consented that the January 31, 2019 date referred to in the last sentence of Paragraph 4 of Exhibit A attached to the Second Amendment shall be extended to June 30, 2020, Lease; (iii) Subtenant shall have the right to occupy and use the Subleased Premises during the term Storage Space pursuant to Section 29.47 [Storage] of this Sublease for biotechnical and pharmaceutical research and development, assembly, biotechnical or pharmaceutical manufacturing, and warehousing, and any other uses permitted under the Master Lease, ; (iv) in connection with the conduct of Subtenant’s business operations in the Premises, Subtenant shall have all exterior signage rights granted to Sublandlord pursuant to Article 23 [Signage] of the right, without payment by Subtenant of any processing fee Master Lease; or fees and expenses of any consultants retained by Master Landlord in connection with review of Exhibit D attached hereto, to use and store in, and transport to and from, the Subleased Premises, the types and amounts of Hazardous Material as specified on Exhibit D attached hereto, and (v) Subtenant may remove from have any other right hereunder that is expressly made subject to a contrary provision of the Subleased Premises any specialized tenant improvements installed by and paid for by Subtenant so long as Subtenant repairs any damage resulting from such removal. Sublandlord shall use commercially reasonable and diligent efforts to obtain Master Landlord’s Consent, and Subtenant agrees to cooperate in all reasonable respects in connection therewith. In the event that Master Landlord’s Consent (with the provisions substantially similar to the clauses (i) through (v) above included e.g., as provided in such Master Landlord’s Consent unless waived in writing by Subtenant) is not obtained within forty-five (45) days following the submittal of this Sublease by Sublandlord to Master Landlord, Sublandlord and Subtenant shall have the right to terminate this Sublease by providing written notice thereof to the other party unless Master Landlord’s consent is obtained prior to the giving of any such notice, in which event such notice shall be of no force or effect. In the event such written notice of termination is given following the lapse of such forty-five (45) day period and prior to Master Landlord’s Consent being obtained, this Sublease shall be deemed null and void, and neither Sublandlord nor Subtenant shall have any liability or obligations to the other hereunder (excepting those provisions of this Sublease that are deemed to survive the expiration or earlier termination hereof and except that Sublandlord shall immediately return to Subtenant any prepaid Rent and Security Deposit paid or delivered to Sublandlord by SubtenantSection 7.1(v)).