Common use of Non-Transfers Clause in Contracts

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a change of Control or the sale of corporate shares of capital stock in Tenant in connection with an initial a private financing or public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, (ia) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, TenantTenant as of the date of this Lease), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (ivb) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange exchange, (collectivelyc) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (d) an assignment of the Lease to an entity which is the resulting entity of a “Permitted Transferee”)merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer under Article 14 of this Article 14Lease (any such assignee or sublessee described in items (a) through (d) of this Section 14.8 hereinafter referred to as a “Permitted Non-Transferee”), provided that (Ai) Tenant notifies Landlord at least thirty (30) days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee as set forth above, (Bii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) in the case of (A), (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) above, such Permitted Non-Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of (1) the Net Worth of Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee , and (iv) no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest that in this Lease, the liability of Tenant and such transferee shall be joint and several. In connection with the notice requirement set forth in (i) above, in the event Tenant is also required to comply with confidentiality restrictions relating to such transfer, at Tenant’s request, Landlord shall enter into a Permitted Transferee may also be known as confidentiality agreement with Tenant on a “Permitted Assignee”commercially reasonable form covering the information contained in such notice prior to Tenant’s deliver of such notice to Landlord. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityTenant, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a change of Control of Tenant or the sale of corporate shares of capital stock in Tenant in connection with an initial private financing or public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, the term "Transfer" shall not include, and the Transfer Premium shall not apply in the event of (i) an assignment or subletting of all or a portion transfer of the Premises Lease to an affiliate of Tenant (an entity which is the parent of Tenant, subsidiary of Tenant, affiliate of Tenant, or shall directly or indirectly control, be controlled by, controls, or is be under common control with, Tenant), ; (ii) an assignment of the Premises to a transaction in which Tenant becomes an entity whose shares of stock or other ownership interests are, directly or indirectly, sold on a national stock exchange or an inter-dealer quotation system; (iii) in the event the transaction described in clause (ii) above shall have occurred, any subsequent sale of ownership interest or issuance of new ownership interests, directly or indirectly, in Tenant; and (iv) a transaction in which acquires any entity succeeds to all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entitywhether by merger, consolidation, sale or (iv) a sale otherwise provided such successor entity assumes in full the obligations of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14Lease; provided, provided however, that (A) Tenant notifies shall remain liable for the performance of all covenants, duties and obligations under the Lease, irrespective of any such assignment, (B) the use of the Leased Premises by the assignee may not violate any other agreements affecting the Leased Premises, the Building, Landlord or other tenants, and (C) the use of the Leased Premises by the assignee shall conform with the uses permitted by this Lease. Tenant shall notify Landlord, in writing, of any such assignment or sublease within ninety (90) days of its occurrence and promptly supplies shall provide Landlord with any documents or all such reasonable information requested by as Landlord may request regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character the identity and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date status of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Leaseassignee.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s 's stock on a nationally-recognized stock exchange (collectively, a “"Permitted Transferee”"), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s 's entire interest that is also a Permitted Transferee may also be known as a “"Permitted Assignee”". “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-fifty- one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which that is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which that acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which that is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange entity (collectively, a “"Permitted Transferee”"), shall not be deemed a Transfer under this Article 1414 (and for the avoidance of doubt, Sections 14.2, 14.3 and 14.4. shall not apply to such Transfer), provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s 's entire interest that is also a Permitted Transferee may also be known as a “"Permitted Assignee”". “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (iA) an assignment or subletting of all or a portion of the Premises to (i) an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityTenant(B) the raising of additional capital by Tenant, or (ivC) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering event, or (D) a change in control of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that 14 (the foregoing items (A) through (D) shall collectively be referred to as the “Non-Transfer Events”). Tenant notifies shall notify Landlord of any such assignment or sublease Non-Transfer Event and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliateNon-Transfer Event, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) Lease or otherwise effectuate any “release” by Tenant of such obligations and such Permitted Transferee shall be of thereafter become liable under this Lease, on a character joint and reputation consistent several basis, with the quality of the BuildingTenant. The transferee under a transfer specified in items (i), and (D) such Permitted Transferee described in subpart (ii) or (iii) or subsection (A) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal be referred to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. Transferee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange exchange, (collectivelyiii) an assignment of the Lease to an entity which simultaneously acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant as a “Permitted Transferee”)going concern, (iv) a merger or consolidation of Tenant, or (v) a change of control of Tenant shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease event and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliateevent, (B) such assignment or sublease event is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee any entity succeeding to Tenant’s interest under the Lease pursuant to clause (iii) shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart any entity succeeding to Tenant’s interest under clauses (ii) or (iii) iii)-(iv), above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding that is three months prior to the effective date of such assignment event. Any entity succeeding to Tenant’s interest hereunder by law or subleaseotherwise pursuant to clauses (iii)-(v) above is referred to herein as a “Permitted Transferee”. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting or other transfer permitted without Landlord’s consent pursuant to this Section 14.8 shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in ------------- this Article 14Lease, neither (i) an assignment to a transferee of all or substantially all of the assets of Tenant, (iii) an assignment of the Premises to a transferee which is the resulting entity of a merger or consolidation of Tenant with another entity, (iii) a change in ownership or control resulting from an offering of common stock or similar securities (whether as a public offering or a private placement to one more groups of investors), nor (iv) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under Article 14 of this Article 14Lease, provided ---------- that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee as set forth in items (i) through (iv) above, (B) that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) and that such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) transferee or (iii) above affiliate shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“the "Net Worth”") at least equal to the greater of (A) the Net Worth of Tenant on the day immediately preceding the effective date of prior to such assignment or sublease, or (B) the Net Worth on the date of this Lease of the original named Tenant. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also The transferee in items (i) through (iv), above, shall be known referred to as a “Permitted Assignee”. “an "Affiliate." "Control,” " as used in this Section 14.8------- 14.7, shall mean the ownership, directly or indirectly, of at least fifty-one ---- percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting a Transfer of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises a Transfer to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises a Transfer to an entity which is the resulting entity of a merger merger, consolidation, public offering, reorganization or consolidation dissolution of Tenant, or which becomes the parent or successor of Tenant with another entityby reason of merger, consolidation, public offering, reorganization, dissolution, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectivelystock, a “Permitted Transferee”)membership or partnership interests or assets, shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) Lease or otherwise effectuate any “release” by Tenant of such obligations and such Permitted Transferee shall be of thereafter become liable under this Lease, on a character joint and reputation consistent several basis, with the quality of the BuildingTenant. The assignee under an assignment specified in items (i), and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal be referred to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. Transferee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 1414 and so long as any such Permitted Non-Transfer (as defined herein) is not a subterfuge by Tenant to avoid its obligations under this Lease, any of the following transfers shall not be deemed a Transfer under this Article 14 (each of which are hereinafter referred to as a “Permitted Non-Transfer” and any such assignee or sublessee pursuant to a Permitted Non-Transfer hereinafter referred to as a “Permitted Non-Transferee”): (i) an assignment of Tenant’s interest in this Lease, or a subletting of all or a portion of the Premises Premises, to an affiliate of Tenant (i.e., an entity which is controlled by, controls, or is under common control with, Tenant)) or any parent of Tenant, (ii) an assignment of the Premises Tenant’s interest in this Lease to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises Tenant’s interest in this Lease to an entity which is the resulting entity of a stock acquisition, merger or consolidation of Tenant with another entity, or during the Lease Term; (iv) a any sale of corporate shares stock for capital raising purposes in which Tenant is the surviving corporation, or the sale of capital stock or other equity interests in Tenant on a public stock exchange (e.g., NYSE or NASDAQ), whether in connection with an initial public offering or thereafter; (v) or any merger effected exclusively to change the domicile of Tenant; or (vi) any assignment of Tenants’ interest in the Lease in connection with any financing or refinancing of Tenant’s stock on business, whether such financing or refinancing takes the form of debt or equity investments through publicly or privately traded equity or any other form, including, without limitation, any transaction whereby an equity investor directly or indirectly provides financing or refinancing for Tenant and/or purchases ownership interests of Tenant, its parent or any affiliate of Tenant. Each Permitted Non-Transferee shall have a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided valuation immediately following such transaction that (A) is the greater of (1) the valuation of Tenant notifies immediately prior to such Permitted Non-Transfer or (2) the valuation of Original Tenant on the date of this Lease, and (B) is otherwise reasonably sufficient to satisfy the financial obligations under this Lease or sublease, as the case may be. For each Permitted Non-Transfer, Tenant shall notify Landlord of any such assignment or sublease the same and promptly supplies supply Landlord with any commercially reasonable documents or information reasonably requested by Landlord regarding such assignment or sublease Permitted Non-Transfer or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or subleaseNon-Transferee. An assignee of Original Tenant’s entire interest that in this Lease which assignee is also a Permitted Non-Transferee may also be known referred to herein as a “Permitted Non-Transferee Assignee”. “Control,.” as As used in this Section 14.814.7, “control” shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or beneficial interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityTenant, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock stock, or any other transfer of Tenant’s stock, on a nationally-recognized stock exchange (collectivelyany of the foregoing, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) except in the case of clause (iv), above, Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) with respect to clause (i), such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such with respect to an assignment to a Permitted Transferee described in subpart or a Transfer pursuant to clause (ii) or (iii) above ), above, the resulting Tenant under this Lease shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the date of execution of this Lease and on the day immediately preceding that is three (3) months prior to the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” ”, as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity and the ability to direct the day-to-day affairs of such person or entity. No such permitted assignment or subletting or other Transfer permitted with or without Landlord’s consent pursuant to this Article 14 shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial a public offering of Tenant’s stock on a nationally-nationally- recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Transferee Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in ------------- this Article 14Lease, neither (i) the sale or exchange of any capital stock of Tenant on a public exchange, (iii) an assignment of this Lease to a transferee of all or substantially all of the assets of Tenant, (iii) an assignment of this Lease or sublease of the Premises to a transferee which is either (A) the resulting entity of a merger or consolidation of Tenant with another entity or (B) acquiring all or substantially all of the assets of Tenant, (iv) subject to Landlord's reasonable approval of any leasehold mortgage documentation, the mortgage, pledge or hypothecation of Tenant's interest under the Lease to any institutional lender, nor (v) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under Article 14 of this Article 14Lease (and thus shall not be subject to Landlord's ---------- prior consent or recapture rights pursuant to Section 14.1 and 14.4 or rights to ------------ ---- receive any Transfer Premium pursuant to Section 14.3), provided that (A1) Tenant ------------ notifies Landlord of any such assignment or sublease at least five (5) days prior to the effective thereof, and thereafter promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee, (B2) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C3) such Permitted Transferee transferee or affiliate (which for purposes of this Lease shall be of referred to as a character and reputation consistent with the quality of the Building, and (D"Permitted Affiliate") such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“the "Net Worth”") at least equal sufficient to satisfy the Net Worth obligations and responsibilities to be undertaken in connection with such assignment or sublease, (4) such transferee or affiliate, shall with respect to an Assignment of this Lease, deliver to Landlord an agreement assuming all the obligations of Tenant on the day immediately preceding under this Lease arising after the effective date of such assignment assignment, and (5) with respective to any mortgage, pledge or sublease. An assignee hypothecation of Tenant’s entire 's leasehold interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairsPremises, of at least fifty-one percent (51%) of the voting interest in, Landlord reasonably approves any person financing or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Leasemortgage documentation.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, neither (i) an assignment to a transferee of all or substantially all of the assets of Tenant, (iii) an assignment of the Premises to a transferee which is the resulting entity of a merger or consolidation of Tenant with another entity, (iii) a legal change in the name of Tenant, nor (iv) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), ) (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted TransfereeAffiliate”), shall not be deemed a Transfer under Article 14 of this Article 14Lease (an assignment or sublease pursuant to the foregoing in items (i) through (iv) above shall be referred to as a “Permitted Transfer”), provided that that: (Aa) Tenant notifies Landlord of not later than five (5) business days after any such assignment or sublease and promptly supplies within five (5) business days of Landlord’s request therefor Tenant furnishes Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliate, that does violate any confidentiality obligation to which Tenant is subject; (Bb) such assignment or sublease is a bona fide transaction and is not a subterfuge intended by Tenant to avoid its obligations under this Lease, ; and (Cc) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) transferee or (iii) above Affiliate shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (the “Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of prior to such assignment or sublease. An assignee of Tenant’s entire interest that which is also a Permitted Transferee may also Transfer shall be known referred to as a “Permitted Non-Transferee Assignee”. .” “Control,” as used in this Section 14.814.7, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting In addition, the sale of stock in a public offering shall serve not be deemed to release Tenant from any of its obligations under this Leasebe a Transfer hereunder.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a change of Control of Tenant or the sale of corporate shares of capital stock in Tenant in connection with an initial a private financing or public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, (i) an assignment or subletting of to, or use or occupancy of, all or a portion of the Premises to by, (a) an affiliate of Tenant or Tenant’s parent (an entity which directly or indirectly, through one or more intermediaries, is controlled by, controls, controls or is under common control control, as such term is defined in California General Corporations Code (“CGCC”) Sections 160 and 5045, with, Tenant), ; (iib) an assignment of the Premises to an entity which merges with or acquires or is acquired by, Tenant or a parent of Tenant, or a subsidiary of Tenant’s parent, (c) a transferee of all or substantially all of the assets of Tenant (each, an “Associated Entity”) or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an any other entity which is the resulting entity of a merger or consolidation of Tenant with another entitywill qualify as an “affiliate” under CGCC 150 and 5031 (a, or (iv) a sale of corporate shares of capital stock in Tenant in connection with b and c to be collectively be referred to herein as an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted TransfereeAffiliate”), may occur freely without restriction and without any need for any consents or approval by Landlord, shall not be deemed a Transfer under this Article 14, and no Transfer Premium shall be payable, and such transaction shall not result in such party being deemed or considered a Transferee hereunder, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (Bi) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or such Affiliate (iiitogether with Tenant) above shall have has a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles consistently applied (“Net Worth”and excluding goodwill, organization costs and other intangible assets) at least equal that is sufficient to meet the Net Worth obligations of Tenant on under this Lease and Tenant provides reasonable evidence of the day immediately preceding the effective date same to Landlord, For purposes of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as this Section 14.7: (i) a “Permitted Assignee”. “Control,parent” as used in this Section 14.8, of an entity shall mean the ownershipowner of fifty percent (50%) or more of the voting power of such entity or an entity otherwise possessing the power, directly indirectly or indirectlydirectly, to direct the management or policies of such entity; and (ii) a “subsidiary” of an entity shall mean an entity of which at least fifty-one fifty percent (5150%) of its voting power is owned directly or indirectly through one or more subsidiaries of the voting securities ofspecified entity. Landlord hereby agrees that, upon request by Xxxxxx, Landlord shall be legally obligated to accept rent in an amount identified by Tenant to Landlord directly from any subtenant that is an Affiliate under this Section 14.7, provided that (i) no other obligation whatsoever shall be created between Landlord and such subtenant, either under this Lease or possession otherwise at law or in equity, (ii) such acceptance of rent shall in no event require Landlord to recognize such subtenant upon a termination of this Lease, and (iii) any failure by such subtenant to timely pay the designated portion of the Rent due under this Lease shall be deemed to be a breach of this Lease by Xxxxxx (and Landlord shall have all of the rights and remedies for a failure of Tenant to pay amounts due hereunder (including, without limitation, the right to voteprovide notice as provided In, in and declare a default under, Article 19 of this Lease)). Notwithstanding anything herein to the ordinary direction contrary, the transfer, assignment, hypothecation or new issuance of its affairs, of at least fifty-one percent stock (51%or other ownership interests) of the voting interest in, Tenant or Tenant’s direct or indirect parent entities shall not be deemed to be a Transfer for purposes of this Article 14. In no event shall any person or entity. No such permitted assignment or subletting shall sublease or other transaction under this Section 14.7 serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, none of (i) an assignment of this Lease to a Transferee of all or substantially all of the assets or capital stock of Tenant, (iii) an assignment of this Lease to a Transferee which is either (A) the resulting entity of a merger or consolidation of Tenant with another entity, or (B) acquiring all or substantially all of the assets of Tenant, or (iii) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted TransfereeTransfer”), ) shall not be deemed a Transfer under this Article 1414 (and thus shall not be subject to Landlord’s prior consent or recapture rights pursuant to Sections 14.4 or rights to receive any Transfer Premium pursuant to Section 14.3), provided that (A1) Tenant notifies Landlord of any such assignment or sublease at least five (5) business days prior to the effective thereof, and thereafter promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee, (B2) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D3) in the case of an assignment, such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal sufficient to satisfy the Net Worth of Tenant on the day immediately preceding the effective date of obligations and responsibilities to be undertaken in connection with such assignment or subleaseassignment. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.As used

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to (a) an affiliate of Tenant (an entity which is controlled by, controls, controls or is under common control control, as such term is defined in California General Corporations Code ("CGCC") Sections 160 and 5045, with, Tenant), ; (iib) an assignment of the Premises to an entity which merges with or acquires all or is acquired by, Tenant or a parent of Tenant, as defined in CGCC Sections 175 and 5064, or a subsidiary, as defined in CGCC Sections 189 and 5073, of Tenant's parent or Affiliate, or (c) a transferee of substantially all of the assets or interests of Tenant (partnershipa, stock or otherb and c to be collectively be referred to herein as an "AFFILIATE") of Tenant, (iii) an assignment of the Premises to an along with any other entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with will qualify as an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”)"affiliate" under CGCC Sections 150 and 5031, shall not be deemed a Transfer under this Article 1414 (and shall not entitle Landlord to any Transfer Premium), provided that at least five (A5) business days prior to such assignment or sublease (i) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliate, Affiliate; and (Bii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In addition, Landlord acknowledges and agrees that notwithstanding anything to the contrary contained in the Lease, Tenant shall have the right, without Landlord's consent and without the payment of the Transfer Premium, but upon prior written notice to Landlord, to sublease, license or let or otherwise permit occupancy of, up to an aggregate of 28,500 square feet of the Premises (Cor 57,000 square feet of the Premises to the extent the Expansion Space is added to the Premises) to individuals, clients, agents or independent contractors (each a "BUSINESS AFFILIATE") which sublease, license or occupancy agreement, as the case may be, to a Business Affiliate shall be on and subject to all of the following conditions: (i) Tenant shall either have a business relationship (relating to the primary business of Tenant conducted in the Premises) with each such Permitted Transferee Business Affiliate or Tenant shall have at least a ten percent (10%) voting or equity interest in such Business Affiliate; (ii) all such Business Affiliates shall be of a character and reputation consistent with the quality of the Building, ; and (D) such Permitted Transferee described in subpart (ii) or (iii) above such Business Affiliates shall have a tangible net worth (not including goodwill as an asset) computed use the Premises in accordance conformity with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth all applicable provisions of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entityLease. No such permitted assignment sublease, license or subletting occupancy agreement, as the case may be, shall serve to release relieve Tenant from any of its obligations liability under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, neither (i) an assignment to a transferee of all or substantially all of the assets of Tenant, (iii) an assignment of the Premises to a transferee which is the resulting entity of a merger or consolidation of Tenant with another entity, nor (iii) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under ARTICLE 14 of this Article 14Lease, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee as set forth in items (i) through (iii) above, (B) that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) and that such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“the "Net Worth”") at least equal sufficient to satisfy the Net Worth of Tenant on the day immediately preceding the effective date of obligations and responsibilities to be undertaken in connection with such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “"Control,” " as used in this Section 14.8SECTION 14.7, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment of the Lease or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment Lease or subletting or all or a portion of the of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Lease or a subletting or all of a portion of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a change of Control or the sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 1414 (and for the avoidance of doubt, Sections 14.2, 14.3 and 14.4 shall not apply), provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.. 00 Xxxxxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxx [Britannia Gateway Business Park] [Senti Biosciences, Inc.]

Non-Transfers. Notwithstanding anything herein to the contrary contained in contrary, Tenant shall have the absolute right, without the consent of Landlord, to assign this Article 14, (i) an assignment Lease or subletting of sublet all or a portion any part of the Premises to an affiliate of Tenant (an any other entity which is controlled byan affiliate, controlssubsidiary or parent of the Tenant or Guarantor, or is under common control to any entity which merges or consolidates with, Tenant), (ii) an assignment of the Premises to an entity which or acquires all or substantially all of the assets of, the Tenant or interests Guarantor, or to any entity in which Tenant or Guarantor, or any of their affiliates, subsidiaries or parents are either a controlling entity or the holder of a majority interest in the entity (partnershipany such transferee hereinafter called an “Affiliate”); provided that (i) Tenant provides Landlord with at least ten (10) business days’ prior written notice of any such transaction, stock including the name and address of the assignee or othersubtenant, the terms of such assignment or subletting, and a copy of the applicable assignment or sublease; (ii) the net worth and liquidity of Tenantthe resulting Tenant entity following any such consolidation, merger or purchase are reasonably adequate to meet the obligations of Tenant under this Lease after taking into account the other obligations and liabilities of Tenant (but this clause (ii) shall not apply if Tenant or Guarantor is a publicly-traded company at the time of the transaction), (iii) an assignment the person or entity who or which was Tenant prior to the transaction, and Guarantor, shall each remain directly and primarily responsible and liable for the payment of all sums due and the performance of all other obligations under this Lease; and (iv) the assignee or sublessee (for the term of the sublease and with respect to all non-Rent obligations applicable the subleased portion of the Premises only) shall assume in a commercially reasonable written instrument satisfactory to an entity which is Landlord all obligations under this Lease. Except as expressly permitted under this Section 14.8, any changes in the resulting entity effective ownership and control of a merger Tenant. whether due to transfer of shares of stock or consolidation partnership interests in Tenant, sale of Tenant with another entityall or substantially all the assets of Tenant, or (iv) a sale otherwise, shall be deemed an assignment within the meaning of corporate shares of capital stock this Article; however, in Tenant in connection with an initial public offering no event shall any offering, listing, redemption, hypothecation, conversion, exchange or other similar disposition of Tenant’s corporate stock on a nationally-recognized national stock exchange (collectivelyor over-the-counter market be deemed an assignment or otherwise require Landlord’s consent hereunder. Any permitted assignee, sublessee, successor or transferee described in this Section 14.8 is referred to herein as a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, (iA) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (iiB) a sale of corporate shares of capital stock in Tenant in connection with a bona fide financing or capitalization for the benefit of Tenant or an initial public offering of Tenant’s stock on a nationally-recognized stock exchange, (C) an assignment of the Premises Lease to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) assets of Tenant, or (iiiD) an assignment of the Premises Lease to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”)during the Lease Term, shall not be deemed a Transfer under this Article 1414 (any such assignee or sublessee described in items (A) through (D) of this Section 14.8 hereinafter referred to as a “Permitted Non-Transferee”), provided that (Ai) Tenant notifies Landlord at least thirty (30) days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliate, (Bii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (Ciii) such Permitted Non-Transferee shall be of a character and reputation consistent with the quality of the Building, and (Div) such Permitted Non-Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee , and (v) no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8Lease, the liability of Tenant and such transferee shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities be joint and several An assignee of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment Landlord’s consent shall not be required, the provisions of this Article 14 shall not be applicable to or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control in connection with, Tenant), (ii) an assignment of and the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), following shall not be deemed a Transfer under this Article 14; (a) any transfer of equity interest in Tenant; or (b) any sublease or assignment to (i) any entity that controls, provided that is controlled by, or is under common control with Tenant (Aincluding but not limited to any company in the control or under the common control of Mitsubishi UFJ Financial Group, Inc.); (ii) any subsidiary or parent of Tenant notifies Landlord or to any subsidiary of any such parent of Tenant, (iii) the surviving entity resulting from a merger or consolidation of Tenant; (iv) the acquirer of substantially all of Tenant’s assets or stock or (v) any other entity Controlled directly or indirectly by any of the foregoing entities (collectively, “Affiliate”). “Control” means the ability, directly or indirectly, to direct management and policies of another person or entity, whether through the ownership of voting securities, by contract, or otherwise. Tenant shall notify Landlord in writing of any assignment or sublease pursuant to this Section 14.5 and promptly supplies supply Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliateAffiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. Notwithstanding anything to the contrary set forth in this Article 14, (C) such Permitted Transferee Tenant shall not be of a character and reputation consistent with the quality permitted to assign or sublease all or any portion of the Building, and Premises to an Affiliate (Dor permit occupancy of the Premises by an Affiliate) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of if such assignment or sublease. An assignee sublease (or occupancy) would cause a violation of Tenant’s entire interest another lease for space in the Building or would give an occupant of the Building a right to cancel its Lease, provided that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used Landlord has previously notified Tenant of the restrictions which result in such violation or cancellation; and provided further, that for purposes of this Section 14.814.5 no such restrictive provisions shall prohibit a Transfer to an Affiliate due to the fact the business of such Affiliate includes the conducting or offering of retail financial services to the general public, shall mean the ownershipincluding banks, directly or indirectlysavings banks, of at least fifty-one percent (51%) of the voting securities ofsavings and loan institutions, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Leasethrift and loan companies.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, (i) an assignment or subletting of to, or use or occupancy of, all or a portion of the Premises to by, (a) an affiliate of Tenant or Tenant's parent (an entity which directly or indirectly, through one or more intermediaries, is controlled by, controls, controls or is under common control control, as such term is defined in California General Corporations Code ("CGCC") Sections 160 and 5045, with, Tenant), ; (iib) an assignment of the Premises to an entity which merges with or acquires all or is acquired by, Tenant or a parent of Tenant, or a subsidiary, of Tenant’s parent or Affiliate, (c) a transferee of all, substantially all all, or a significant portion of the assets of Tenant (each, an "Associated Entity") or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an any other entity which is the resulting entity of a merger will qualify as an “affiliate” under CGCC 150 and 5031 (a, b and c to be collectively be referred to herein as an "Affiliate"), may occur freely without restriction and without any need for any consents or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”)approval by Landlord, shall not be deemed a Transfer under this Article 14, and no Transfer Premium shall be payable, and such transaction shall not result in such party being deemed or considered a Transferee hereunder, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (Bi) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or such Affiliate (iiitogether with Tenant) above shall have has a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles consistently applied (“Net Worth”and excluding goodwill, organization costs and other intangible assets) at least equal that is sufficient to meet the Net Worth obligations of Tenant on under this Lease and Tenant provides reasonable evidence of the day immediately preceding the effective date same to Landlord. For purposes of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, 14.7: (i) a "parent" of an entity shall mean the ownershipowner of fifty percent (50%) or more of the voting power of such entity or an entity otherwise possessing the power, directly indirectly or indirectlydirectly, to direct the management or policies of such entity; and (ii) a "subsidiary" of an entity shall mean an entity of which at least fifty-one fifty percent (5150%) of its voting 760812.06/WLA375983-00004/11-2-16/ejs/ejs 37 COLORADO CENTER[2400 Broadway][Kite Pharam, Inc.] power is owned directly or indirectly through one or more subsidiaries of the voting securities ofspecified entity. Landlord hereby agrees that, upon request by Tenant, Landlord shall be legally obligated to accept rent in an amount identified by Tenant to Landlord directly from any subtenant that is an Affiliate under this Section 14.7, provided that (i) no other obligation whatsoever shall be created between Landlord and such subtenant, either under this Lease or possession otherwise at law or in equity, (ii) such acceptance of rent shall in no event require Landlord to recognize such subtenant upon a termination of this Lease, and (iii) any failure by such subtenant to timely pay the designated portion of the Rent due under this Lease shall be deemed to be a breach of this Lease by Tenant (and Landlord shall have all of the rights and remedies for a failure of Tenant to pay amounts due hereunder (including, without limitation, the right to voteprovide notice as provided in, in and declare a default under, Article 19 of this Lease)). Notwithstanding anything herein to the ordinary direction contrary, the transfer, assignment, hypothecation or new issuance of its affairs, of at least fifty-one percent stock (51%or other ownership interests) of the voting interest in, any person Tenant or entity. No such permitted assignment Tenant’s direct or subletting indirect parent entities shall serve not be deemed to release Tenant from any be a Transfer for purposes of its obligations under this LeaseArticle 14.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityTenant, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of *** Confidential portions of this document have been redacted and filed separately with the Commission. Tenant’s stock on a nationally-recognized stock exchange (collectivelyexchange, and the subsequent sale of Tenant’s capital stock as long as Tenant is a “Permitted Transferee”)publicly traded company on a nationally-recognized stock exchange, shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this LeaseLease or otherwise effectuate any “release” by Tenant of such obligations. The transferee under a transfer specified in items (i), (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal be referred to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. Transferee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, neither (i) an assignment to a transferee of all or substantially all of the assets or ownership interests of Tenant, (iii) an assignment of the Premises to a transferee which is the resulting entity of a merger, reorganization or consolidation of Tenant with another entity, nor (iii) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), Tenant (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted TransfereeAffiliate”), shall not be deemed a Transfer under Article 14 of this Article 14Lease, provided that (Aa) in the event of an assignment to an Affiliate, such Affiliate has a net worth as calculated by generally accepted accounting principles, and as reasonably demonstrated to Landlord, which is equal to or in excess of the net worth of Tenant as of the date hereof, or as of the date of such transfer, whichever is greater, (b) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliateAffiliate, and (Bc) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, in any person or entity. No such permitted assignment Any entity listed in item (i), (ii), or subletting (iii), above, shall serve be referred to release Tenant from any of its obligations under this Lease.herein as a “Permitted

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, and without effect of the profit sharing and recapture provisions of Section 14.3 and 14.4 hereof, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant) (an “Affiliate”), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityTenant, or (iv) a sale of corporate shares of capital stock in Tenant in connection with a sale or partial sale of Tenant, bona fide financing or capitalization for the benefit of Tenant, or an initial public offering of Tenant’s 's stock on a nationally-recognized stock exchange (collectively, a “"Permitted Transferee”"), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any reasonable and customary documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s Xxxxxx's entire interest in this Lease that is also a Permitted Transferee may will also be known as a “"Permitted Assignee”". “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant Affiliate (an entity which is controlled by, controls, as defined below) or is under common control with, Tenant), (ii) an assignment occupancy of the Premises to by an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”)Affiliate, shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord in writing of any such assignment or sublease to an Affiliate and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliateAffiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. The term "Affiliate" shall mean (i) any entity which is controlled, (C) such Permitted Transferee shall be of a character and reputation consistent controls, or is under common control with the quality of the BuildingOriginal Tenant or its parent, and (D) such Permitted Transferee described in subpart (ii) a purchaser of all or substantially all of the assets of, or stock in, the Original Tenant or to a successor of the Original Tenant by merger, consolidation or corporate reorganization (involving solvent parties), or (iii) above shall have UnionBanCal Corporation, a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to Delaware corporation or the Net Worth Bank of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Tokyo-Mitsubishi UFJ, Ltd. "Control,” " as used in this Section 14.814.5, shall mean the ownershippossession, directly direct or indirectlyindirect, of at least fifty-one percent (51%) the power to direct or cause the direction of the voting securities of, or possession management and policies of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any a person or entity, whether through the ownership of voting securities, by contract or otherwise. No Notwithstanding anything to the contrary set forth in this Article 14, Tenant shall not be permitted to assign or sublease all or any portion of the Premises to an Affiliate (or permit occupancy of the Premises by an Affiliate) if such permitted assignment or subletting sublease (or occupancy) would cause a violation of another lease for space in the Building or would give an occupant of the Building a right to cancel its Lease, provided that Landlord has previously notified Tenant of the restrictions which result in such violation or cancellation; and provided further, that for purposes of this Section 14.5 no such restrictive provisions shall serve prohibit a Transfer to release Tenant from any an Affiliate due to the fact the business of its obligations under this Leasesuch Affiliate includes the conducting or offering of retail financial services to the general public, including banks, savings banks, savings and loan institutions, or thrift and loan companies.

Non-Transfers. The term “Affiliate” shall mean (i) any entity that is controlled by, controls or is under common control with, Tenant or (ii) any entity that merges with, is acquired by, or acquired Tenant through the purchase of stock or assets and where the net worth of the surviving entity as of the date of such transaction is completed is not less than that of Tenant immediately prior to the transaction calculated under generally accepted accounting principles. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant Affiliate (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted TransfereeAffiliate Transfer”), shall not be deemed a Transfer under this Article 1414 and Landlord shall have no right to consent thereto, nor shall the provisions of Sections 14.3 of 14.4 above apply to such assignment or sublease, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliateAffiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of TenantXxxxxx’s entire interest that is also a Permitted Transferee in this Lease pursuant to the immediately preceding sentence may also be known referred to herein as a an “Permitted Affiliated Assignee”. .” “Control,” as used in this Section 14.814.7, shall mean the ownership, directly or indirectly, of at least fifty-one greater than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one greater than fifty percent (5150%) of the voting interest in, any person or an entity. No such permitted assignment Additionally, the following shall be considered an Affiliate Transfer for purposes of this Article 14: (i) any sale or subletting shall serve to release Tenant from issuance of Tenant’s stock in connection with a public offering, (ii) any transfer of its obligations under this LeaseTenant’s stock traded on a recognized, domestic, national securities exchange or over-the-counter, (iii) a pledge or transfer of Tenant’s stock as security for any bona-fide debt financing of Tenant’s business operations, or (iv) Tenant’s raising of additional operating capital.

Non-Transfers. Notwithstanding anything to the contrary contained in Section 16, Tenant shall have the right, without prior consent of Landlord, to assign this Article 14, (i) an assignment Lease or subletting of all sublet the whole or a portion any part of the Premises to an affiliate of a "Tenant Affiliate" (an entity which is controlled by, controls, or is under common control with, Tenantas defined below), (ii) an and such assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), sublease shall not be deemed a Transfer under this Article 14Section 16, provided that any transfer to a Tenant Affiliate shall be subject to the following conditions: (Aa) at least twenty (20) days prior to the effective date of the Transfer, Tenant notifies shall deliver to Landlord of any such assignment or sublease written notice thereof and promptly supplies Landlord with any documents or information, including financial information reasonably requested by Landlord regarding such assignment or sublease or such affiliate, (B) Tenant Affiliate and such assignment or sublease sublease, (b) Tenant shall remain fully liable during the unexpired term of the Lease, including renewal options; (c) such Transfer is not used as a subterfuge by Tenant to avoid its obligations under this Lease or the restrictions on Transfers pursuant to this Section 16, (d) any such Transfer shall be subject to all of the terms, covenants and conditions of the Lease, and (Ce) such Permitted Transferee the Tenant Affiliate shall expressly assume the obligations of Tenant under the Lease as confirmed in a written assumption agreement reasonably satisfactory to Landlord which shall be of a character and reputation consistent with the quality terms of the Buildingthis Lease. As used in this Lease, "Tenant Affiliate" shall mean and refer to a corporation or entity which (Di) such Permitted Transferee described in subpart is Tenant's parent organization; or (ii) is a wholly-owned subsidiary of Tenant or Tenant's parent corporation; or (iii) above shall have is a tangible net worth (not including goodwill as an asset) computed corporation which Tenant or Tenant's parent owns in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth excess of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one twenty- five percent (5125%) of the voting securities ofoutstanding capital stock; or (iv) is a corporation or entity, resulting from the consolidation or merger with Tenant and/or Tenant's parent corporation, or possession (v) is a corporation or entity to which substantially all of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.Tenant's assets may be transferred.‌‌

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityTenant, or (iv) an assignment of the Premises to an entity which is the resulting entity of a sale reorganization of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, and thus shall not be subject to the requirement of obtaining Landlord’s consent thereto in Section 14.2 above, or Landlord’s right to receive any Transfer Premium pursuant to Section 14.3 above, provided that (Ax) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) Lease or otherwise effectuate any “release” by Tenant of such obligations and such Permitted Transferee shall be of thereafter become liable under this Lease, on a character joint and reputation consistent several basis, with the quality of the BuildingTenant. The Transferee under a transfer specified in items (i), and (D) such Permitted Transferee described in subpart (ii), (iii) or (iiiiv) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal be referred to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. Transferee.” “Control,” as used in this Section 14.814.7, shall mean (A) the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No , or (B) the power to direct or cause the direction of the management and policies of such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Leaseentity.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of a Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), Affiliate shall not be deemed a Transfer under this Article 14, provided that Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such Tenant Affiliate, and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In addition, notwithstanding anything herein to the contrary, Tenant may also assign this Lease or sublease all or part of the Premises to the following types of entities (each, a “Permitted Transferee”) without the written consent of Landlord (each, a “Permitted Transfer”), provided that the conditions set forth below are satisfied: (i) any entity in which or with which Tenant, or its successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of entities, so long as (A) Tenant’s obligations hereunder are assumed by the entity surviving such merger or created by such consolidation; and (B) the Tangible Net Worth of the surviving or created entity is not less than the Tangible Net Worth of Tenant as of the date of the Permitted Transfer; and (ii) any entity acquiring all or substantially all of Tenant’s assets if such entity’s Tangible Net Worth after such acquisition is not less than the Tangible Net Worth of Tenant as of the date of the Permitted Transfer; (iii) any change in control of Tenant if Tenant’s Tangible Net Worth after such change in control is not less than the Tangible Net Worth of Tenant as of the date of the Permitted Transfer; and provided further, that the Permitted Transferee’s use or occupancy of the Premises does not violate any other lease for space in the Project and Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. As a condition precedent to any Non-Transfer or Permitted Transfer, (C) such the proposed Tenant Affiliate or Permitted Transferee must deliver to Landlord a written agreement whereby it expressly assumes Tenant’s obligations hereunder; however, any transferee of less than all of the space in the Premises shall be liable only for obligations under this Lease that are properly allocable to the space subject to the Transfer, and only to the extent of the rent it has agreed to pay Tenant therefor. The occurrence of a character and reputation consistent with the quality Non-Transfer or Permitted Transfer shall not waive Landlord’s right as to any subsequent Transfer or relieve Tenant or any guarantor of the BuildingLease from any liability under this Lease. “Tenant Affiliate,” as used in this Section 14.7, and (D) such Permitted Transferee described in subpart (ii) shall mean an entity which is controlled by, controls, or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of is under common control with, Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.814.7, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting “Tangible Net Worth,” as used in this Section 14.7, shall serve to release Tenant mean the excess of total assets over total liabilities (in each case, determined in accordance with generally accepted accounting principles (“GAAP”)) excluding from any the determination of its obligations total assets all assets which would be classified as intangible assets under this LeaseGAAP, including, without limitation, goodwill, licenses, patents, trademarks, trade names, copyrights, and franchises.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a change of Control or the sale of corporate shares of capital stock in Tenant in connection with an initial a private financing or public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 1414 (and for the avoidance of doubt, Sections 14.2, 14.3, and 14.4 shall not apply to such Transfer), provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock stock, membership or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityTenant, or (iv) a sale of corporate shares of capital stock interests (partnership, stock, membership or other) in Tenant in connection with either a bona-fide financing for the benefit of the Tenant or an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee” and such transfer shall be a “Permitted Transfer”), shall not be deemed a Transfer under this Article 14, provided that (A) following execution Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-fifty- one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in Article 14 of this Article 14Lease, (i) an assignment or subletting by Tenant of all or a portion of the Premises or this Lease to an affiliate (i) a parent or subsidiary of Tenant Tenant, or (an ii) any person or entity which controls, is controlled by, controls, by or is under common control withwith Tenant, Tenant), or (iiiii) an assignment of the Premises to an any entity which acquires purchases all or substantially all of the assets or interests (partnership, stock or other) assets of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock any entity into which Tenant is merged or consolidated (all such persons or entities described in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectivelyi), a (ii), (iii), and (iv) being sometimes hereinafter referred to as “Permitted TransfereeAffiliates”), shall not require Landlord’s consent and shall not be deemed a Transfer under Article 14 of this Article 14Lease, provided that (Aa) any such Affiliate was not formed as a subterfuge to avoid the obligations of Article 14 of this Lease; (b) Tenant notifies gives Landlord at least ten (10) days’ prior notice of any such assignment or sublease and promptly supplies Landlord with to an Affiliate (or as soon thereafter as is permitted by applicable law or any documents underwriting or information requested similar type agreement by Landlord regarding which Tenant or such Affiliate is bound); (c) such Affiliate shall have, as of the effective date of any such assignment or sublease or such affiliatesublease, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) worth, computed in accordance with generally accepted accounting principles (“Net Worth”) at least principles, consistently applied, but excluding goodwill as an asset, which is sufficient to meet the obligations of Tenant under this Lease and is equal to or greater than the Net Worth net worth of Tenant on as of the day immediately preceding date of the Transfer; (d) any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and such Affiliate shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignment or sublease. An assignee , all the obligations of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in Tenant under this Section 14.8, shall mean Lease with respect to the ownership, directly or indirectly, of at least fifty-one percent (51%) portion of the voting securities of, or possession Premises which is the subject of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting sublease (other than, with respect to a sublease, the amount of Base Rent payable by Tenant); and (e) Tenant and any guarantor shall serve remain fully liable for all obligations to release be performed by Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to (a) an affiliate of Tenant (an entity which is controlled by, controls, controls or is under common control control, as such term is defined in California General Corporations Code ("CGCC") Sections 160 and 5045, with, Tenant or Tenant's parent or any subsidiary of Tenant or Tenant's parent), (iib) an assignment of the Premises to an entity which merges with or acquires all or is acquired by, Tenant or a parent of Tenant, as defined in CGCC Sections 175 and 5064, or a subsidiary, as defined in CGCC Sections 189 and 5073, of Tenant's parent or Affiliate, or (c) a transferee of substantially all of the assets or interests of Tenant (partnershipa, stock or otherb and c to be collectively be referred to herein as an "AFFILIATE") of Tenant, (iii) an assignment of the Premises to an along with any other entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with will qualify as an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”)"affiliate" under CGCC 150 and 5031, shall not be deemed a Transfer under this Article 14, provided that at least thirty (A30) days prior to such assignment or sublease (i) Tenant provides Landlord with reasonable evidence, including a certified audit opinion of an independent certified public accountant with a regional or national reputation, that any such entity maintains a net worth, calculated in accordance with generally accepted accounting principals, consistently applied ("NET WORTH"), equal to or greater than $20,000,000.00; (ii) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, Affiliate; and (Biii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In the event an assignment or sublease to an Affiliate is made pursuant to the terms and conditions of this Section 14.8, (C) such Permitted Transferee Tenant shall be relieved of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal its obligations under this Lease to the Net Worth extent the same become the terms and conditions of Tenant on the day immediately preceding the effective date of such Affiliate pursuant to such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used Notwithstanding the Net Worth requirements set forth in this Section 14.814.8 above, for purposes of this Article 14, an Affiliate shall mean also include any entity which is occupying, without the ownershipbenefit of any demising walls or other material barriers between its occupied space and the space occupied by Tenant, directly or indirectly, up to 25,000 rentable square feet of the Premises; provided that Tenant actually occupies at least fiftyseventy-one five percent (5175%) of the voting securities of, or possession each floor of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or Premises which is also occupied by such entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to (a) an affiliate of Tenant (i.e., an entity which is controlled by, controls, controls or is under common control control, as such term is defined in California General Corporations Code (“CGCC”) Sections 160 and 5045, with, Tenant), ; (iib) an assignment of the Premises to an entity which merges with or acquires all or is acquired by, Tenant or a parent of Tenant, as defined in CGCC Sections 175 and 5064, or a subsidiary, as defined in CGCC Sections 189 and 5073, of Tenant’s parent or Affiliate, or (c) a transferee of substantially all of the assets or interests stock of Tenant (partnershipa, stock or otherb and c to be collectively be referred to herein as an “Affiliate”) of Tenant, (iii) an assignment of the Premises to an along with any other entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with will qualify as an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”)affiliate” under CGCC 150 and 5031, shall not be deemed a Transfer under this Article 1414 (and shall not entitle Landlord to any Transfer Premium), provided that at least ten (A10) days prior to such assignment or sublease (i) Tenant provides Landlord with reasonable evidence that any such entity maintains a tangible net worth, calculated in accordance with generally accepted accounting principles, consistently applied (“Net Worth”), sufficient to meet the obligations under the assignment or sublease or at the time this Lease is executed; (ii) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, Affiliate; (Biii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, ; (Civ) any such Permitted Transferee assignment or sublease shall be of a character subject and reputation consistent with the quality subordinate to all of the Buildingterms and provisions of this Lease, and (D) such Permitted Transferee described assignee, if applicable, shall assume, in subpart (ii) a written document delivered to Landlord upon or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal prior to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee assignment, all the obligations of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in Tenant under this Section 14.8Lease arising after the effective date of such assignment, shall mean including, without limitation, the ownership, directly or indirectly, provisions of at least fifty-one percent (51%) Article 5 of this Lease regarding the use of the voting securities of, or possession of the right Premises; and (v) Tenant shall remain fully liable for all obligations to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release be performed by Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, (iA) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, TenantTenant as of the date of this Lease), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (ivB) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange exchange, (collectivelyC) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (D) an assignment of the Lease to an entity which is the resulting entity of a “Permitted Transferee”)merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer under Article 14 of this Article 14Lease (any such assignee or sublessee described in items (A) through (D) of this Section 14.8 hereinafter referred to as a “Permitted Non-Transferee”), provided that (Ai) Tenant notifies Landlord at least twenty (20) days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee as set forth above, (Bii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (Ciii) such Permitted Non-Transferee shall be of a character and reputation consistent with the quality of the Building, and (Div) such Permitted Non-Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (v) no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee arising thereafter shall be joint and several. An assignee of Tenant’s entire interest that is also in this Lease or sublessee of the entire Premises for the entire Lease Term who qualifies as a Permitted Non-Transferee may also be known referred to herein as a “Permitted Non-Transferee Assignee”. .” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, in any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.(37) Mountain View Research ParkNeuropace, Inc.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, provided Tenant is not in default under this Lease (beyond any applicable notice and cure periods) (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entitymerger, consolidation, public offering, reorganization, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering dissolution of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this LeaseLease or otherwise effectuate any “release” by Tenant of such obligations. The transferee under a transfer specified in items (i), (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal be referred to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. Transferee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment Furthermore, raising of capital through a sale of stock or subletting shall serve to release interests in Tenant from any will not be deemed a Transfer for purposes of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests interest (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), entity shall not be deemed a Transfer under this Article 1414 (and for the avoidance of doubt, Sections 14.2, 14.3 and 14.4 shall not apply to such Transfer), provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease. An assignee of Tenant’s entire interest under this Section 14.8 is sometimes referred to as a “Permitted Assignee.” 15. SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s 's stock on a nationally-recognized stock exchange (collectively, a “"Permitted Transferee”"), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s 's entire interest that is also a Permitted Transferee may also be known as a “"Permitted Assignee”". “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, 726334.04/WLA183305-00001/10-27-14/ejs/ejs 24 [XXXXXXXXX BIOTECH GATEWAY][Solazyme, Inc.] controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityTenant, or (iv) a sale of corporate shares of capital stock in Tenant in connection with either a bonafide financing for the benefit of the Tenant or an initial public offering of Tenant’s 's stock on a nationally-recognized stock exchange (collectively, a “"Permitted Transferee”"), shall not be deemed a Transfer under this Article 14, provided that (A) following execution Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s 's entire interest that is also a Permitted Transferee may also be known as a “"Permitted Assignee”". “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease. In addition, notwithstanding anything to the contrary contained in this Lease, no consent of Landlord shall be required in connection with (i) any financing for the benefit of Tenant which does not encumber the leasehold, (ii) Tenant's permitting the employees or agents of any business or entity which Tenant controls or in which Tenant holds at least a forty-nine percent (49%) interest, through contract or otherwise, to occupy a portion (not to exceed twenty-five percent (25%) of the Premises in the aggregate) of the Premises pursuant to a services agreement between Tenant and such entity.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or beneficial interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity(or a transaction where Tenant is the surviving corporation of the merger), or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering or any other transfer of Tenant’s stock stock, on a nationally-nationally- recognized stock exchange (collectivelyany of the foregoing, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) except in the case of clause (i) above, Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) with respect to clause (i), such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such with respect to an assignment to a Permitted Transferee described in subpart or a Transfer pursuant to clauses (i), (ii) or (iii) above above, the resulting Tenant under this Lease shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding that is [three (3)] months prior to the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” ”, as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity and the ability to direct the day-to-day affairs of such person or entity. No such permitted assignment or subletting or other Transfer permitted with or without Landlord’s consent pursuant to this Article 14 shall serve to release Tenant from any of its obligations under this Lease. Landlord acknowledges that, as of the date hereof, Xxxxxx’s stock is traded on a public exchange (NASDAQ: VIR). For the avoidance of doubt, so long as Tenant’s stock is traded on a public exchange, no sale, buy-back, split or other transfer whatsoever of Tenant’s stock shall be deemed a “Transfer” under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock stock, membership or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityTenant, or (iv) a sale of corporate shares of capital stock interests (partnership, stock, membership or other) in Tenant in connection with either a bonafide financing for the benefit of the Tenant or an initial public offering of Tenant’s 's stock on a nationally-recognized stock exchange (collectively, a “"Permitted Transferee”"), shall not be deemed a Transfer under this Article 14, provided that (A) following execution Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s 's entire interest that is also a Permitted Transferee may also be known as a “"Permitted Assignee”". “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (a) an entity which is controlled by, controls, controls or is under common control with, with Tenant or an Affiliate of Tenant), ; (iib) an assignment of the Premises to an entity which merges with or acquires or is acquired by Tenant or a parent or Affiliate, or a subsidiary of Tenant’s parent or Affiliate, (c) a transferee of all or substantially all of the assets of Tenant or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger controlled by, controls or consolidation of Tenant is under common control with another entityTenant, or (ivd) a sale transfer, by operation of corporate shares of capital stock in Tenant law or otherwise, in connection with the merger, consolidation or other reorganization of Tenant or of an initial public offering of Tenant’s stock on a nationally-recognized stock exchange entity which is controlled by, controls or is under common control with Tenant (collectivelya, a b, c and d to be collectively be referred to herein as an “Permitted TransfereeAffiliate”)) along with any other entity which will qualify as an “affiliate” under California General Corporations Code Sections 150 and 5031, shall not be deemed a Transfer under this Article 1414 (and shall not entitle Landlord to any Transfer Premium or require the Landlord’s consent), provided that (Ai) Tenant promptly notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliate, Affiliate; and (Bii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. For purposes of this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,control” as used in this Section 14.8, shall mean the ownershippossession, directly direct or indirectlyindirect, of at least fifty-one percent (51%) the power to direct or cause the direction of the voting securities of, or possession management and policies of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any a person or entity, or majority ownership of any sort, whether through the ownership of voting securities, by contract or otherwise. No such permitted assignment sublease or subletting assignment, as the case may be, shall serve to release relieve Tenant from any of its obligations liability under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.Permitted

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, neither (i) an assignment to a transferee of all or substantially all of the stock or assets of Tenant, (ii) an assignment of the Premises to a transferee which is the resulting entity of a merger or consolidation of Tenant with another entity, nor (iii) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant) (the transferee in items (i), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, and (iii) above shall be referred to as (an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted TransfereeAffiliate”), shall not be deemed a Transfer under this Article 1414 of this Lease, provided that (Aa) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth in items (i) through (iii) above, (b) the net worth (calculated according to generally accepted accounting principles) of the resulting entity is not less than the net worth of Tenant immediately prior to the transfer; provided, however, if such assignment or sublease is to an Affiliate which does not satisfy the net worth criteria established in this Section 14.6, Tenant may assign or sublease to such affiliateAffiliate and provide a guarantee to Landlord which guarantees the obligations of such Affiliate under the assignment or sublease, and (Bc) such assignment or sublease is shall not be a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.814.6, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

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

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, provided Tenant is not in economic or material non-economic default under this Lease (beyond any applicable notice and cure periods) (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entitymerger, consolidation, public offering, reorganization, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering dissolution of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) Lease or otherwise effectuate any “release” by Tenant of such obligations and such Permitted Transferee shall be of thereafter become liable under this Lease, on a character joint and reputation consistent several basis, with the quality of the BuildingTenant. The transferee under a transfer specified in items (i), and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal be referred to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. Transferee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment Furthermore, raising capital through a sale (or subletting other offering) of stock or ownership interests in Tenant will not be deemed a Transfer for purposes of this Lease (i.e., Landlord’s consent, as opposed to notice, shall serve to release Tenant from any of its obligations under this Leasenot be required).

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment of Tenant's interest in this Lease, or a subletting or other occupancy agreement for use of all or a portion of the Premises Premises, to an affiliate of Tenant (i.e., an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises Tenant's interest in this Lease to an entity which acquires all or substantially all of the assets of Tenant or interests (partnership, stock or other) of a particular business unit of Tenant, or (iii) an assignment of the Premises Tenant's interest in this Lease to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”)during the Lease Term, shall not be deemed a Transfer under this Article 1414 (any such assignment or subletting described in items (i) through (iii) of this Section 14.7 hereinafter referred to as a "Permitted Non-Transfer" and any such assignee or sublessee pursuant to a Permitted Non-Transfer hereinafter referred to as a "Permitted Non-Transferee"), provided that (A) Tenant notifies Landlord of any such assignment or sublease Permitted Non-Transfer and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease Permitted Non-Transfer or such affiliatePermitted Non-Transferee, (B) such assignment or sublease Permitted Non-Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease, and (C) except with respect to a sublease to, or other occupancy agreement with, an affiliate of Tenant, such Permitted Non-Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill good will as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to fifty percent (50%) of the Net Worth of Tenant on the day immediately preceding the effective date of prior to such assignment or subleasePermitted Non-Transfer. An assignee of Original Tenant’s 's entire interest that in this Lease which assignee is also a Permitted Non-Transferee may also be known referred to herein as a “Permitted "Non-Transferee Assignee”. “Control,” as ." As used in this Section 14.814.7, "control" shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting Notwithstanding the foregoing, to the extent that the Transfer is of a type described in this Section 14.7, the terms and conditions of Section 14.3 shall serve not apply with respect thereto. Notwithstanding anything to release Tenant from any the contrary in this Lease, none of its obligations the following shall constitute a "Transfer" under this LeaseLease or in any way require the consent of Landlord: (a) to the extent Tenant is a publicly traded corporation, the sale of stock of Tenant through an exchange or over the counter, (b) the transfer of any ownership or other interest in any entity holding an interest in Tenant, and (c) the Merger (as defined below).

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which that is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which that acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which that is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange entity (collectively, a “"Permitted Transferee”"), shall not be deemed a Transfer under this Article 1414 (and for the avoidance of doubt, Sections 14.2, 14.3 and 14.4. shall not apply to such Transfer), provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s Txxxxx's entire interest that is also a Permitted Transferee may also be known as a “"Permitted Assignee”". “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment of this Lease or subletting by Tenant of all or a portion of the Premises to an affiliate (i) a parent or subsidiary of Tenant Tenant, or (an ii) any person or entity which controls, is controlled by, controls, by or is under common control withwith Tenant, Tenant), or (iiiii) an assignment of the Premises to an any entity which acquires purchases all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock any entity into which Tenant is merged or consolidated or which merges into Tenant (all such persons or entities described in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”i), (ii), (iii) and (iv) being sometimes hereinafter referred to as "Affiliates"), shall not require Landlord's consent and shall not be deemed a Transfer under this Article 14, provided that (Aa) any such Affiliate was not formed as a subterfuge to avoid the obligations of this Article 14; (b) Tenant notifies gives Landlord at least thirty (30) days' prior written notice of any such assignment or sublease and promptly supplies Landlord with to an Affiliate; (c) the successor of Tenant has, as of the effective date of any documents or information requested by Landlord regarding such assignment or sublease or such affiliatesublease, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) worth, computed in accordance with generally accepted accounting principles (“Net Worth”) at least but excluding goodwill as an asset), which is equal to or greater than the Net Worth net worth of Tenant on as of the day immediately preceding date of execution of this Lease; (d) any such assignment or sublease shall be subject and subordinate to all of the terms and provisions of this Lease, and such Affiliate shall assume, in a written document reasonably satisfactory to Landlord and, if commercially practicable, delivered to Landlord upon or prior to the effective date of such assignment or sublease (but, in any event, delivered to Landlord no later than thirty (30) days following the effective date of such assignment or sublease. An assignee ), all the obligations of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease; and (e) Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease. The sale of stock pursuant to a public offering shall not constitute a Transfer under this Section 14.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, (iA) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, TenantTenant as of the date of this Lease), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (ivB) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s 's stock on a nationally-recognized stock exchange exchange, (collectivelyC) a an assignment of this Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (D) an assignment of this Lease to an entity which is the resulting entity of a “Permitted Transferee”)merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord's consent under this Article 1414 and shall not be subject to the provisions of Sections 14.3 and 14.5 above (any such assignee or sublessee described in items (A) through (D) of this Section 14.8 hereinafter referred to as a "Permitted Transferee"), provided that that (Ai) Tenant notifies Landlord promptly upon the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee as set forth above, (Bii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (Ciii) such Permitted Transferee shall be of a character and reputation consistent with (or the quality of Tenant entity immediately preceding the BuildingPermitted Transfer (the "Prior Tenant"), and (Dif such Prior Tenant remains the Tenant under this Lease) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease; provided that if the Prior Tenant is a surviving entity of such Permitted Transfer but is no longer the Tenant under this Lease, and such Prior Tenant remains liable under this Lease, then Tenant may combine the Net Worth of the Prior Tenant and the Permitted Transferee to satisfy the foregoing Net Worth requirement; provided further that, in the event of a subletting of all or a portion of the Premises to an affiliate of Tenant pursuant to item (A) above, Tenant may combine the Net Worth of Tenant and such affiliate of Tenant to satisfy the foregoing Net Worth requirement, and (iv) no assignment relating to this Lease, whether with or without Landlord's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant's entire interest in this Lease, the liability of Tenant and such transferee (other than a transferee pursuant to a stock or member interest transfer whereby this Lease is not actually assigned to a new entity) shall be joint and several. An assignee of Tenant’s 's entire interest that is also in this Lease who qualifies as a Permitted Transferee may also be known referred to herein as a “"Permitted Transferee Assignee”. “." "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, provided Tenant is not in economic or material non-economic default under this Lease (beyond any applicable notice and cure periods) (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityconsolidation, public offering, reorganization, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering dissolution of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) Lease or otherwise effectuate any “release” by Tenant of such obligations and such Permitted Transferee shall be of thereafter become liable under this Lease, on a character joint and reputation consistent several basis, with the quality of the BuildingTenant. The transferee under a transfer specified in items (i), and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal be referred to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. Transferee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment entity Furthermore, raising capital through a sale (or subletting other offering) of stock or ownership interests in Tenant will not be deemed a Transfer for purposes of this Lease (i.e., Landlord’s consent, as opposed to notice, shall serve to release Tenant from any of its obligations under this Leasenot be required).

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment of Tenant’s interest in this Lease, or a subletting of all or a portion of the Premises Premises, to an affiliate of Tenant (i.e., an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises Tenant’s interest in this Lease to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises Tenant’s interest in this Lease to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”)during the Lease Term, shall not be deemed a Transfer under this Article 14 (any such assignment or subletting described in items (i) through (iii) of this Section 14.7 hereinafter referred to as a “Permitted Non-Transfer” and any such assignee or sublessee pursuant to a Permitted Non-Transfer hereinafter referred to as a “Permitted Non-Transferee”), and in such event Landlord shall not be entitled to any recapture rights, fees, profit sharing or any other fees otherwise set forth in this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease Permitted Non-Transfer and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease Permitted Non-Transfer or such affiliatePermitted Non-Transferee, (B) such assignment or sublease Permitted Non-Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease, and (C) such Permitted Non-Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill good will as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to or greater than the Net Worth of Tenant as evidenced on that certain balance sheet attached hereto as Exhibit I. As used in the day immediately preceding aforementioned sentence, “tangible net worth” means the effective date excess of such assignment or subleasetotal assets over total liabilities, in each case as determined by financial statements, excluding, however, from the determination of total assets, all assets which would be classified as “intangible” under generally accepted accounting principles. An assignee of Original Tenant’s entire interest that in this Lease which assignee is also a Permitted Non-Transferee may also be known referred to herein as a “Permitted Non-Transferee Assignee”. “Control,.” as As used in this Section 14.814.7, “control” shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted From and after the effective date of any assignment or subletting shall serve to release Tenant from any of its constituting a Permitted Non-Transfer, so long as the aforementioned Net Worth requirements have been satisfied and the Non-Transferee Assignee has assumed in writing all future obligations under this Lease, original Tenant shall be released from all liability under this Lease which first accrues from and after the effective date of such assignment constituting a Permitted Non-Transfer.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a change of Control or the sale of corporate shares of capital stock in Tenant in connection with an initial a private financing or public offering of Tenant’s 's stock on a nationally-recognized stock exchange (collectively, a “"Permitted Transferee”"), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s 's entire interest that is also a Permitted Transferee may also be known as a “"Permitted Assignee”". “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything the foregoing, Tenant may Transfer all or part of its interest in this Lease or all or part of the Premises (a "Permitted Transfer") to the contrary contained following types of entities (a "Permitted Transferee") without the written consent of Landlord: (a) any parent, subsidiary or affiliate corporation which Controls, is Controlled by or is under common Control with Tenant (collectively, an "Affiliate"); (b) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity in this Article 14which or with which Tenant, an Affiliate of Tenant, or their respective corporate successors or assigns, is merged or consolidated, in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as in both cases (a) and (b), (i) an assignment or subletting of all or a portion of Tenant's obligations hereunder are assumed by the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), Permitted Transferee; and (ii) an assignment in the case of (b) only, the Permitted Transferee satisfies the Net Worth Threshold as of the Premises to an effective date of the Permitted Transfer; or (c) any corporation, limited partnership, limited liability partnership, limited liability company or other business entity which acquires all or substantially all of Tenant's assets and/or ownership interests, if the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment Transferee satisfies the Net Worth Threshold as of the Premises to an entity which is effective date of the resulting entity of a merger or consolidation of Transfer. Tenant with another entity, or (iv) a sale of corporate shares of capital stock shall notify Landlord in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord writing of any such assignment Permitted Transfer. Tenant shall remain liable for the performance of all of the obligations of Tenant hereunder, or sublease if Tenant no longer exists because of a merger, consolidation, or acquisition, the surviving or acquiring entity shall expressly assume in writing, the obligations of Tenant hereunder. Additionally, the Permitted Transferee shall comply with all of the terms and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under conditions of this Lease, whether accruing prior to and/or from and after the consummation of the Transfer. No later than ten (C10) days prior to the effective date of any Permitted Transfer, Tenant agrees to furnish Landlord with (1) copies of the instrument effecting any of the foregoing Transfers, (2) documentation establishing Tenant's satisfaction of the requirements set forth above applicable to any such Transfer, and (3) evidence of insurance as required under this Lease with respect to the Permitted Transferee. The occurrence of a Permitted Transfer shall not waive Landlord's rights as to any subsequent Transfers. As used herein, the term "Net Worth Threshold" shall mean the proposed Permitted Transferee has a tangible net worth equal to or greater than that of Tenant as shown on the most recent public filing with the Securities and Exchange Commission (the "SEC"); provided that if the Tenant has not made a filing with the SEC within the prior year, then it shall mean that the Proposed Transferee has a tangible net worth equal to or greater than that of Tenant as shown on Tenant's filings with the SEC as of December 31, 2012. The tangible net worth of the Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed determined in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.accounting

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, neither (i) an assignment of the Premises to a transferee which is the resulting entity of a merger or consolidation of Tenant with another entity, (ii) a sale by Tenant of all or substantially all of its assets to another entity, (iii) transfers of shares of stock, partnership, interests, or membership interests of Tenant or any affiliate of Tenant if Tenant or such affiliate is a publicly-held company, nor (iv) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an "AFFILIATE") (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that that, with respect to item (Aiv) above only, Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliate, (B) to the extent such documents and /or information is required to prove that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee . In no event shall any Transfer Premium be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee payable to Landlord for any transfer described in subpart items (iii) or through (iiiiv) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or subleasethis Section 14.8. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control"CONTROL,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange exchange, (collectivelyiii) an assignment of the Lease to an entity which simultaneously acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant as a “Permitted Transferee”)going concern, (iv) a merger or consolidation of Tenant, (v) a change of control of Tenant, or (vi) the sale or transfer of any issued and outstanding shares of Tenant’s capital stock in connection with a private financing transaction involving one or more investors who regularly invest in private biotechnology companies, shall not be deemed a Transfer under this Article 14, 14 provided that (A) Tenant notifies Landlord of any such assignment or sublease event and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliateevent, (B) such assignment or sublease event is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee any entity succeeding to Tenant’s interest under the Lease pursuant to clause (iii) shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart any entity succeeding to Tenant’s interest under clauses (iii) or and (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding that is three months prior to the effective date of such assignment event. Any entity succeeding to Tenant’s interest hereunder by law or subleaseotherwise pursuant to clauses (iii)-(v) above is referred to herein as a “Permitted Transferee”. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.814.7, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of beneficial interests in the applicable controlled entity and the right to vote, in direct the ordinary direction day-to-day affairs of such entity through its affairs, Board of at least fifty-one percent (51%) of the voting interest in, any person Directors or entityotherwise. No such permitted assignment or subletting or other transfer permitted without Landlord’s consent pursuant to this Section 14.7 shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, if Tenant is not then in default of this Lease (i) an assignment beyond applicable notice and cure periods), Tenant may assign this Lease or subletting of all or a sublet any portion of the Premises (hereinafter, collectively, referred to as a “Permitted Transfer”) in connection with a Change in Control and/or to (a) an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (iib) an assignment any successor entity to Tenant by way of the Premises to merger, consolidation or other non-bankruptcy corporate reorganization, or (c) an entity which acquires all or substantially all of the Tenant’s assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, “Permitted Transferees”, and, individually, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, ; provided that (Ai) at least ten (10) business days prior to the Transfer, Tenant notifies Landlord of any such assignment or sublease Transfer, and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment Transfer or Permitted Transferee, including, but not limited to, copies of the sublease or such affiliateinstrument of assignment and copies of documents establishing to the reasonable satisfaction of Landlord that the transaction in question is one permitted under this Section 14.8, (Bii) at least ten (10) business days prior to the Transfer, Tenant furnishes Landlord with a written document executed by the proposed Permitted Transferee in which, in the case of an assignment, such assignment or sublease is not a subterfuge by Tenant to avoid its entity assumes all of Tenant’s obligations under this Lease with respect to the Contemplated Transfer Space, and, in the case of a sublease, such entity agrees to sublease the Contemplated Transfer Space subject to this Lease, (Ciii) such Permitted Transferee shall be in the case of a character and reputation consistent with the quality of the Building, and Transfer pursuant to clause (D) such Permitted Transferee described in subpart (ii) or (iiib) above shall or any Change in Control, the successor entity (including Tenant, following a “reverse triangular merger” or other similar transaction) must have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles principles, except that intangible assets such as goodwill, patents, copyrights, and trademarks shall be excluded in the calculation (“Net Worth”)) at the time of the Transfer that is at least equal to the Net Worth of Tenant on the day immediately preceding the effective date prior to such Transfer, and (iv) any such proposed Transfer is made for a good faith operating business purpose and not, whether in a single transaction or in a series of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also transactions, be known entered into as a “Permitted Assignee”subterfuge to evade the obligations and restrictions relating to Transfers set forth in this Article 14. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, (iA) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, TenantTenant as of the date of the assignment or subletting), (iiB) an assignment of the Premises Tenant’s interest in this Lease to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) assets of Tenant, or (iiiC) an assignment of the Premises Lease to an entity which is the resulting or surviving entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”)during the Lease Term, shall not be deemed a Transfer under this Article 1414 or triggering Landlord’s rights under Section 14.3 or 14.4 (any such assignment or Sublease described in items (A) through (C) of this Section 14.8 hereinafter referred to as a “Permitted Transfer,” and any such assignee or sublessee of a Permitted Transfer hereinafter referred to as a “Permitted Transferee”), provided that (Ai) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee as set forth above, (Bii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (iii) no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several, and (iv) in the case of a transaction described in clauses (B) or (C) above, such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill or other intangibles as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (v) as of such date of such Transfer, the Permitted Transferee has achieved positive earnings before interest, taxes, depreciation and amortization (“EBITDA”), as determined in accordance with generally accepted accounting practices, for the immediately preceding calendar quarter. An assignee of Tenant’s entire interest that is also in this Lease who qualifies as a Permitted Transferee may also be known referred to herein as a “Permitted Transferee Assignee”. “Control,” ”, as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) the power to direct or cause the direction of the management and policies of a person or entity, whether by the ownership of voting securities ofsecurities, by contract or otherwise, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment Additionally, Landlord expressly acknowledges that Tenant may, from time to time, allow employees of one or subletting more affiliates of Tenant to occupy desk space in, or have mailing privileges in, the Premises and the same will not constitute a Transfer. For avoidance of doubt, any public or private offering of debt or equity with respect to Tenant shall serve to release Tenant from any of its obligations under this Leasenot be deemed a Transfer hereunder.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 1427, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 1427, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) Lease or otherwise effectuate any “release” by Tenant of such Permitted Transferee obligations. The transferee under this Section 27.7 shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal referred to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. Transferee.” “Control,” as used in this Section 14.827.7, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. No such permitted assignment For purposes of clarification, Landlord acknowledges that Tenant is a publicly traded company and in no event shall a trade or subletting shall serve to release sale of any shares of Tenant from any of its obligations on a public stock exchange be considered a “Transfer” under this LeaseArticle 27.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, but subject to the terms and provisions of this Section 14.8, (i) an assignment to a transferee or purchaser of all or substantially all of the assets of or a majority of stock or membership interests of Tenant through a purchase, merger, consolidation or reorganization of Tenant by or with another entity (whether such acquisition takes the form of an asset sale, a stock sale or a combination thereof), (ii) an assignment of the Premises to a transferee which is the resulting entity of a merger or consolidation of Tenant with another entity, (iii) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant) (each, an “Affiliate”), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”)exchange, shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee the applicable transferee shall be of a character and reputation consistent with have “reasonable financial worth and/or financial stability” (as defined in Section 14.2 above) immediately after the quality effective date of the Buildingassignment or sublease, and shall continue to use the Premises for the Permitted Use, and (D) any such Permitted Transferee described in assignment or sublease shall be subject to the terms and provisions of Section 14.5 of this Lease above (but excluding subpart (iiiv) or (iiithereof) above and the transferee shall have assume, in a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal written document reasonably satisfactory to the Net Worth of Tenant on the day immediately preceding Landlord and delivered to Landlord prior to the effective date of such assignment or sublease. An assignee assignment, all obligations of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”Tenant under this Lease. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, neither (i) an assignment to a transferee of all or substantially all of the stock or assets of Tenant, (ii) an assignment to a transferee which is the resulting entity of a merger or consolidation of Tenant with another entity, (iii) a transfer of the shares of Tenant's stock in the ordinary course of business, (iv) an initial public offering of Tenant's stock on a nationally recognized stock exchange, nor (v) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an "Affiliate") (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such transaction, assignment or sublease sublease, or such affiliate, as the case may be, and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, . Items (Ci) such Permitted Transferee through (v) shall be of referred to herein as a character "Permitted Transfer" and reputation consistent with any person or entity to whom the quality of the Building, and (D) such Premises is subleased to or this Lease is assigned to pursuant to a Permitted Transferee described in subpart (ii) or (iii) above Transfer shall have be referred to herein as a tangible net worth (not including goodwill "Permitted Transferee". An Affiliate to whom this Lease is assigned to shall be referred to herein as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease"Affiliate Assignee". An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease. . Landlord shall have no right to terminate this Lease in connection with, and shall have no right to any sums or other economic consideration resulting from any Permitted Transfer.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityTenant, or (iv) a sale of corporate shares of capital stock in Tenant in connection with either a bonafide financing for the benefit of the Tenant or an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) following execution Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease. In addition, notwithstanding anything to the contrary contained in this Lease, no consent of Landlord shall be required in connection with (i) any financing for the benefit of Tenant which does not encumber the leasehold, (ii) Tenant’s permitting the employees or agents of any business or entity which Tenant controls or in which Tenant holds at least a forty-nine percent (49%) interest, through contract or otherwise, to occupy a portion (not to exceed twenty-five percent (25%) of the Premises in the aggregate) of the Premises pursuant to a services agreement between Tenant and such entity.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityTenant, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on transaction resulting in Tenant being a nationally-recognized stock exchange (collectively, a “Permitted Transferee”)privately held corporation, shall not be deemed a Transfer under this Article 1414 (any such assignee or sublessee described in items (i) through (iv) of this Section 14.8 hereinafter referred to as a “Permitted Non-Transferee”), provided that (Aa) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee as set forth above, (Bb) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (Cc) such Permitted Transferee any transferee under this Section 14.8 shall be of a character and reputation consistent with the quality of the Building, and (Dd) such Permitted Transferee described in subpart (ii) or (iii) above transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of (1) the Net Worth of Tenant on the day immediately preceding the effective date of prior to such assignment or sublease, and (2) the Net Worth of the Original Tenant on the date of this Lease. An assignee of Tenant’s entire interest that is also in this Lease who qualifies as a Permitted Non-Transferee may also be known referred to herein as a “Permitted Non-Transferee Assignee”. .” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant) or to any entity resulting from the merger or consolidation with or reorganization of Tenant (or of an entity which is controlled by, controls or is under common control with Tenant), (ii) an assignment of the Premises or to an any person or entity which acquires all or substantially all of the assets interests of Tenant or interests (partnership, stock all or other) of Tenant, (iii) an assignment substantially all of the Premises to assets of Tenant (or of an entity which is the resulting entity of a merger controlled by, controls or consolidation of Tenant is under common control with another entity, or (ivTenant) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (Aa) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliate, and (Bb) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting sublease to a Permitted Transferee shall serve to release relieve Tenant or any guarantor of the Lease from any of its obligations liability under this Lease, including, without limitation, in connection with the Subject Space. A Permitted Transferee that is an assignee of all of Tenant’s interest in this Lease is referred to herein as a “Permitted Assignee”.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant, (iv) the sale or transfer of an interest in the Tenant with another entityso long as Apple Tree Partners retains Control of the ownership interests in Tenant, or (ivv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) any change in the stock ownership of Tenant in accordance with Section 14.6 shall not be deemed an act of assignment or subletting of all or a portion under this Article 14 provided that the net worth of the Premises to an affiliate corporate Tenant after the stock transfer shall not be less than the net worth of the corporate initial Tenant (an entity which is controlled by"Original Tenant") as of the date of execution and delivery of this Lease. Further, controls, or is under common control with, Tenant), (ii) an any assignment of the Premises Lease by operation of law, or otherwise, incidental to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, any other entity or (iv) in connection with a sale of corporate shares substantially all of capital stock in the assets of Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not require Landlord's consent provided (i) the successor entity or purchaser has a net worth at least equal to the net worth of the Tenant as of the date of execution and delivery of this Lease, (ii) the business continues to be deemed operated as a Transfer under going concern from the Premises subsequent to such event, and (iii) Landlord receives notice of any such event at least ten (10) days after the effective date of such event. Notwithstanding anything to the contrary contained in this Article 1414 and as an express exception to Landlord's right of recapture provided in Section 14.4, provided the Original Tenant may assign its interest in this Lease or sublet the Premises to a subsidiary that is wholly owned by Original Tenant or to any corporation which is affiliated with Original Tenant under common ownership or control (each, an "Affiliate") without Landlord's consent but upon ten (10) days prior notice to Landlord, subject to the following conditions: (A) at least fifty percent (50%) of the stock or other ownership interest in the Affiliate is held by the Original Tenant notifies or under common control of Original Tenant's parent, (B) the Original Tenant shall remain liable for the performance of all of the terms, covenants and conditions of this Lease, (C) said Original Tenant provides Landlord written notice of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliatesubletting within ten (10) days after the effective date thereof, (BD) the Affiliate is of good character, reputation, credit and professional standing, (E) the Affiliate has a net worth at least equal to the net worth of the Original Tenant as of the date of execution and delivery of this Lease, and (F) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “"Control,” " as used in this Section 14.814.7, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, (iA) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, TenantTenant as of the date of this Lease), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (ivB) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s 's stock on a nationally-recognized stock exchange exchange, (collectivelyC) a an assignment of this Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (D) an assignment of this Lease to an entity which is the resulting entity of a “Permitted Transferee”)merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord's consent under this Article 1414 and shall not be subject to the provisions of Sections 14.3 and 14.5 above (any such assignee or sublessee described in items (A) through (D) of this Section 14.8 hereinafter referred to as a "Permitted Transferee"), provided that (Ai) Tenant notifies Landlord promptly upon the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee as set forth above, (Bii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (Ciii) such Permitted Transferee shall be of a character and reputation consistent with (or the quality of Tenant entity immediately preceding the BuildingPermitted Transfer (the "Prior Tenant"), and (Dif such Prior Tenant remains the Tenant under this Lease) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease; provided that if the Prior Tenant is a surviving entity of such Permitted Transfer but is no longer the Tenant under this Lease, and such Prior Tenant remains liable under this Lease, then Tenant may combine the Net Worth of the Prior Tenant and the Permitted Transferee to satisfy the foregoing Net Worth requirement; provided further that, in the event of a subletting of all or a portion of the Premises to an affiliate of Tenant pursuant to item (A) above, Tenant may combine the Net Worth of Tenant and such affiliate of Tenant to satisfy the foregoing Net Worth requirement, and (iv) no assignment relating to this Lease, whether with or without Landlord's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant's entire interest in this Lease, the liability of Tenant and such transferee (other than a transferee pursuant to a stock or member interest transfer whereby this Lease is not actually assigned to a new entity) shall be joint and several. An assignee of Tenant’s 's entire interest that is also in this Lease who qualifies as a Permitted Transferee may also be known referred to herein as a “"Permitted Transferee Assignee”. “." "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.15. SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES 15.1

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment of Tenant's interest in this Lease, or a subletting of all or a portion of the Premises Premises, to an affiliate of Tenant (i.e., an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises Tenant's interest in this Lease to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises Tenant's interest in this Lease to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”)during the Lease Term, shall not be deemed a Transfer under this Article 1414 (any such assignment or subletting described in items (i) through (iii) of this Section 14.8 hereinafter referred to as a "Permitted Non-Transfer" and any such assignee or sublessee pursuant to a Permitted Non-Transfer hereinafter referred to as a "Permitted Non-Transferee"), provided that (A) Tenant notifies Landlord of any such assignment or sublease Permitted Non-Transfer and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease Permitted Non-Transfer or such affiliatePermitted Non-Transferee, (B) such assignment or sublease Permitted Non-Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease, and (C) such Permitted Non-Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill good will as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the greater of (1) the Net Worth of Tenant immediately prior to such Permitted Non-Transfer, or (2) the Net Worth of the Original Tenant on the day immediately preceding the effective date of such assignment or subleasethis Lease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as As used in this Section 14.8, "control" shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting As used herein, a "Permitted Non-Transferee Assignee" shall serve to release Tenant from any mean a Permitted Non-Transferee which is an assignee of its obligations under Tenant's entire interest in this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (iA) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (iiB) a sale of corporate shares of capital stock in Tenant on a nationally-recognized stock exchange, (C) an assignment of the Premises Lease to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) assets of Tenant, or (iiiD) an assignment of the Premises Lease to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, during the Lease Term (any such assignee or sublessee described in items (ivA) a sale through (D) of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, this Section 14.8 hereinafter referred to as a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (Ai) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (Bii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (Ciii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) in connection with a Permitted Transferee pursuant to items (C) and (D) ), such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (v) no assignment relating to this Lease, whether with or without Landlord’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant’s entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant’s entire interest that is also in this Lease who qualifies as a Permitted Transferee may also be known referred to herein as a “Permitted Transferee Assignee”. .” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, (iA) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, TenantTenant as of the date of this Lease), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (ivB) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s 's stock on a nationally-recognized stock exchange exchange, (collectivelyC) an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or (D) an assignment of the Lease to an entity which is the resulting entity of a “Permitted Transferee”)merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer under Article 14 of this Article 14Lease (any such assignee or sublessee described in items (A) through (D) of this Section 14.8 hereinafter referred to as a "Permitted Non-Transferee"), provided that (Ai) Tenant notifies Landlord at least thirty (30) days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or transferee as set forth above (unless prohibited by a confidentiality agreement in which case Tenant may provide such affiliatenotice and documentation within three (3) business days following such transfer), (Bii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (Ciii) such Permitted Non-Transferee shall be of a character and reputation consistent with the quality of the Building, (iv) with respect to a non-transfer described in (B) and (DC) above, such Permitted Non- Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the greater of(l) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. , and (v) no assignment relating to this Lease, whether with or without Landlord's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant's entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several An assignee of Tenant’s 's entire interest that is also in this Lease who qualifies as a Permitted Non-Transferee may also be known referred to herein as a “Permitted "Non-Transferee Assignee”. “." "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment if Tenant is not then in default of this Lease, Tenant may assign this Lease or subletting of all or a sublet any portion of the Premises (hereinafter collectively referred to as a “Permitted Transfer”) to (a) an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (iib) an assignment any successor entity to Tenant by way of the Premises to merger, consolidation or other non-bankruptcy corporate reorganization, or (c) an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange assets (collectively, “Permitted Transferees”, and, individually, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, ; provided that (Ai) at least ten (10) business days prior to the Transfer, Tenant notifies Landlord of any such assignment or sublease Transfer, and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment Transfer or Permitted Transferee, including, but not limited to, copies of the sublease or such affiliateinstrument of assignment and copies of documents establishing to the reasonable satisfaction of Landlord that the transaction in question is one permitted under this Section 14.8, (Bii) at least ten (10) business days prior to the Transfer, Tenant furnishes Landlord with a written document executed by the proposed Permitted Transferee in which, in the case of an assignment, such assignment or sublease is not a subterfuge by Tenant to avoid its entity assumes all of Tenant’s obligations under this Lease with respect to the Contemplated Transfer Space, and, in the case of a sublease, such entity agrees to sublease the Contemplated Transfer Space subject to this Lease, (Ciii) such Permitted Transferee shall be in the case of a character and reputation consistent with Transfer pursuant to clause (b) above, the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall successor entity must have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles principles, except that intangible assets such as goodwill, patents, copyrights, and trademarks shall be excluded in the calculation (“Net Worth”)) at the time of the Transfer that is at least equal to the Net Worth of Tenant on the day immediately preceding the effective date prior to such Transfer, and (iv) any such proposed Transfer is made for a good faith operating business purpose and not, whether in a single transaction or in a series of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also transactions, be known entered into as a “Permitted Assignee”subterfuge to evade the obligations and restrictions relating to Transfers set forth in this Article 14. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which that is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which that acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which that is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange entity (collectively, a “"Permitted Transferee”"), shall not be deemed a Transfer under this Article 1414 (and for the avoidance of doubt, Sections 14.2, 14.3 and 14.4. shall not apply to such Transfer), provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s 's entire interest that is also a Permitted Transferee may also be known as a “"Permitted Assignee”". “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.. 791223.03/WLA 186772-00003/3-7-19/gjn/gjn -28- [Edgewater Business Park] [Allogene Therapeutics, Inc.]

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment of Tenant's interest in this Lease, or a subletting of all or a portion of the Premises Premises, to an affiliate of Tenant (i.e., an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises Tenant's interest in this Lease to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises Tenant's interest in this Lease to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”)during the Lease Term, shall not be deemed a Transfer under this Article 1414 (any such assignment or subletting described in items (i) through (iii) of this Section 14.7 hereinafter referred to as a "Permitted Non-Transfer" and any such assignee or sublessee pursuant to a Permitted Non-Transfer hereinafter referred to as a "Permitted Non-Transferee"), provided that (A) Tenant notifies Landlord of any such assignment or sublease Permitted Non-Transfer and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease Permitted Non-Transfer or such affiliatePermitted Non-Transferee, (B) such assignment or sublease Permitted Non-Transfer is not a subterfuge by Tenant to avoid its obligations under this Lease, and (C) such Permitted Non-Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill good will as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the greater of (1) the Net Worth of Tenant immediately prior to such Permitted Non-Transfer, or (2) the Net Worth of the Original Tenant on the day immediately preceding the effective date of such assignment or subleasethis Lease. An assignee of Original Tenant’s 's entire interest that in this Lease which assignee is also a Permitted Non-Transferee may also be known referred to herein as a “Permitted "Non-Transferee Assignee”. “Control,” as ." As used in this Section 14.814.7, "control" shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which that is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which that acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which that is the resulting entity of a merger or consolidation of Tenant with another entity, or entity (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectivelyeach, a “"Permitted Transferee”"), shall not be deemed a Transfer under this Article 1414 (and for the avoidance of doubt, Sections 14.2, 14.3 and 14.4. shall not apply to such transaction), provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above in connection with an assignment shall have a tangible net worth (not including goodwill as an asset) computed in accordance with 792986.06/WLA 186772-00003/2-28-19/gjn/gjn -30- Xxxxxxx Xxxx Development, LLC [285 East Grand Avenue] [Unity Biotechnology, Inc.] generally accepted accounting principles (“"Net Worth”") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease$150,000,000.00. An assignee of Tenant’s 's entire interest that is also a Permitted Transferee may also be known as a “"Permitted Assignee”". “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, provided Tenant is not in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods) (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entitymerger, consolidation, public offering, reorganization, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering dissolution of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) Lease or otherwise effectuate any "release" by Tenant of such obligations and such Permitted Transferee shall be of thereafter become liable under this Lease, on a character joint and reputation consistent several basis, with the quality of the BuildingTenant. The transferee under a transfer specified in items (i), and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal be referred to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “"Permitted Assignee”. “Transferee.” "Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment Furthermore, raising capital through a sale (or subletting other offering) of stock or ownership interests in Tenant will not be deemed a Transfer for purposes of this Lease (i.e., Landlord's consent, as opposed to notice, shall serve to release Tenant from any of its obligations under this Leasenot be required).

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, neither (i) an assignment to a transferee of all or substantially all of the assets of Tenant, (iii) an assignment of the demised premises to a transferee which is the resulting entity of a merger or consolidation of Tenant with another entity, (iii) a legal change in the name of Tenant, nor (iv) an assignment or subletting of all or a portion of the Premises demised premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), ) (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted TransfereeAffiliate”), shall not be deemed a Transfer under this Article 14ARTICLE VI, provided that that: (Aa) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliate, transferee as set forth in items (Bi) through (iv) above; (b) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, ; and (Cc) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above Affiliate shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (the “Net Worth”) at least equal to the greater of (A) the Net Worth of Tenant on the day immediately preceding the effective date of prior to such assignment or sublease. An assignee , or (B) the Net Worth on the date of this Lease of the original named Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.86.2.6, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities or interests of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such “Non-Transferee,” as used in this Lease, shall mean any permitted assignment or subletting shall serve to release Tenant from any of its obligations transferee under this LeaseSection 6.2.6.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, neither (i) an assignment to a transferee of all or substantially all of the assets of Tenant, (iii) an assignment of the Premises to a transferee which is the resulting entity of a merger or consolidation of Tenant with another entity, nor (iii) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under Article 14 of this Article 14Lease, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee as set forth in items (i) through (iii) above, (B) that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) and that such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) transferee or (iii) above affiliate shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“the "Net Worth”") at least equal to the greater of (A) the Net Worth of Tenant on the day immediately preceding the effective date of prior to such assignment or sublease, or (B) the Net Worth on the date of this Lease of the original named Tenant. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “"Control,” " as used in this Section 14.8SECTION 14.7, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s 's stock on a nationally-recognized stock exchange (collectively, a “"Permitted Transferee”"), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s Txxxxx's entire interest that is also a Permitted Transferee may also be known as a “"Permitted Assignee”". “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-fifty- one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, neither (i) an assignment to a transferee of all or substantially all of the assets of Tenant, (ii) an assignment of the Premises to a transferee which is the resulting entity of a merger or consolidation of Tenant with another entity, nor (iii) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under Article 14 of this Article 14, Lease provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee as set forth in items (i) through (iii) above, (B) the resulting transferee shall have a tangible net worth, as determined by generally accepted accounting principles, that is at least equal to the greater of Tenant's net worth at the date of this Lease, or Xxxxxx's net worth immediately prior to such transfer, and (C) that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.15. SURRENDER OF PREMISES;

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, but subject to the remaining terms of this Section 14.7, the following shall not be deemed a Transfer under this Article 14: (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment to an entity engaged in a joint venture with Tenant, (iv) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation with Tenant, (v) the sale or transfer of Tenant with another entity, or (iv) a sale of corporate shares of the capital stock in of Tenant in connection with an initial public offering a bona fide financing or capitalization for the benefit of Tenant’s stock on , or (vi) if Tenant becomes a nationally-recognized stock exchange (collectivelypublicly traded company. Notwithstanding anything to the contrary in this Section 14.7, a “Permitted Transferee”), the foregoing shall not be deemed a Transfer under this Article 14, provided that (A) only apply to the extent Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) and provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) and that such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) transferee or (iii) above affiliate shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“the "Net Worth”") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or subleasethe transfer of the Original Tenant. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also The transfers specified in items (i)—(vi) above shall be known referred to as a “"Permitted Assignee”. “Transfer" and such a transferee as a "Permitted Transferee." "Control,” " as used in this Section 14.814.7, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in Section 16, Tenant shall have the right, without prior consent of Landlord, to assign this Article 14, (i) an assignment Lease or subletting of all sublet the whole or a portion any part of the Premises to an affiliate of a "Tenant Affiliate" (an entity which is controlled by, controls, or is under common control with, Tenantas defined below), (ii) an and such assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), sublease shall not be deemed a Transfer under this Article 14Section 16, provided that any transfer to a Tenant Affiliate shall be subject to the following conditions: (Aa) at least twenty (20) days prior to the effective date of the Transfer, Tenant notifies shall deliver to Landlord of any such assignment or sublease written notice thereof and promptly supplies Landlord with any documents or information, including financial information reasonably requested by Landlord regarding such assignment or sublease or such affiliate, (B) Tenant Affiliate and such assignment or sublease sublease, (b) Tenant shall remain fully liable during the unexpired term of the Lease, including renewal options; (c) such Transfer is not used as a subterfuge by Tenant to avoid its obligations under this Lease or the restrictions on Transfers pursuant to this Section 16, (d) any such Transfer shall be subject to all of the terms, covenants and conditions of the Lease, and (Ce) such Permitted Transferee the Tenant Affiliate shall expressly assume the obligations of Tenant under the Lease as confirmed in a written assumption agreement reasonably satisfactory to Landlord which shall be of a character and reputation consistent with the quality terms of the Buildingthis Lease. As used in this Lease, "Tenant Affiliate" shall mean and refer to a corporation or entity which (Di) such Permitted Transferee described in subpart is Tenant's parent organization; or (ii) is a wholly-owned subsidiary of Tenant or Tenant's parent corporation; or (iii) above shall have is a tangible net worth (not including goodwill as an asset) computed corporation which Tenant or Tenant's parent owns in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth excess of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fiftytwenty-one five percent (5125%) of the voting securities ofoutstanding capital stock; or (iv) is a corporation or entity, resulting from the consolidation or merger with Tenant and/or Tenant's parent corporation, or possession (v) is a corporation or entity to which substantially all of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this LeaseTenant's assets may be transferred.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a change of Control or the sale of corporate shares of capital stock in Tenant in connection with an initial a private financing or public offering of Tenant’s 's stock on a nationally-recognized stock exchange (collectively, a “"Permitted Transferee”"), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the Net Worth of Tenant on as of the day immediately preceding the effective date of such assignment or subleaseEffective Date. An assignee of Tenant’s Xxxxxx's entire interest that is also a Permitted Transferee may also be known as a “"Permitted Assignee”". “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, none of (i) an assignment to a transferee of all or substantially all of the stock (or interests) or assets of Tenant, (iii) the sale or other transfer of a controlling percentage of the capital stock of Tenant or the sale of fifty percent (50%) or more of the value of the assets of Tenant, (iii) an assignment of the Premises to a transferee which is the resulting entity of a merger or consolidation of Tenant with another entity, (iv) an assignment or subletting of all or a portion of the Premises to an affiliate “Affiliate” of Tenant (which term is defined to mean an entity which is controlled by, controls, or is under common control with, Tenant), and (iiv) an assignment a sale or transfer of the Premises to an entity memberships, interests or stock if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for which acquires all or Tenant receives substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityproceeds thereof, or (iv2) a sale of corporate shares of capital stock in Tenant is, or in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectivelythe proposed transfer becomes, a “Permitted Transferee”)publicly traded entity, shall not be deemed a Transfer under Article 12 of this Article 14Lease (and no Transfer Premium shall be payable to Landlord in connection therewith), provided that (A) Tenant notifies Landlord of any such assignment or sublease within twenty (20) days after such assignment or subletting and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee as set forth in items (i) through (iv) above, (B) that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) Lease and that such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) transferee or (iii) above Affiliate shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (the “Net Worth”) in an amount which is at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”$35,000,000. “Control,” as used in this Section 14.812.07, shall mean the ownershippossession, directly or indirectly, of at least fifty-one percent (51%) the power to direct or cause the direction of the voting securities of, or possession management and policies of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any a person or entity. No such permitted assignment , whether by the ownership of voting securities, by contract or subletting shall serve to release Tenant from any of its obligations under this Leaseotherwise.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, and without effect of the profit sharing and recapture provisions of Section 14.3 and 14.4 hereof, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityTenant, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, neither (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (A) an entity which is controlled by, controls, controls or is under common control with, Tenant), with Tenant or an Affiliate of Tenant or (iiB) an assignment a purchaser of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, a majority of stock or other) membership interests of Tenant, (iii) an assignment Tenant or of the Premises to an entity which is the resulting entity of a merger controlled by, controls or consolidation is under common control with Tenant or an Affiliate of Tenant through a purchase, merger, consolidation or reorganization of Tenant by or with another entityentity (whether such acquisition takes the form of an asset sale, a stock sale or a combination thereof), nor (ivii) a sale transfer, by operation of corporate shares of capital stock in Tenant law or otherwise, in connection with the merger, consolidation or other reorganization of Tenant or of an initial public offering entity which is controlled by, controls or is under common control with Tenant or an Affiliate of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be subject to Landlord’s consent pursuant to this Article 14, the payment of a Transfer Premium, Landlord’s recapture right or deemed a Transfer under this Article 14 (hereinafter, such entities, purchasers, and parties shall be referred to collectively or individually as an “Affiliate”); provided, however, no sublease or assignment to an Affiliate shall release the Tenant named herein from any liability under this Lease. In addition to the foregoing any sale or transfer of the stock of Tenant’s parent company shall not be subject to Landlord’s consent pursuant to the Article 14, provided that (A) the payment of a Transfer Premium or Landlord’s recapture right. Tenant notifies shall immediately notify Landlord of any such assignment assignment, purchase, transfer, sublease, action or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under use. For purposes of this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,control” as used in this Section 14.8, shall mean the ownership, directly or indirectly, ownership of at least fifty-one more than fifty percent (5150%) of the voting outstanding equity securities ofof an entity, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one fifty percent (5150%) of the voting interest in, in any person or entity. No such permitted assignment An Affiliate that is an assignee of Original Tenant’s entire interest in this Lease may be referred to herein as an “Affiliate Assignee.” Notwithstanding anything to the contrary contained in this Article 14, Tenant may, with written notice to Landlord but without Landlord’s consent, sublease, license or subletting shall serve allow the use of a portion of the Premises to release an entity that is (a) funded by Tenant from any or an Affiliate in connection with Tenant’s or the Affiliate’s business, or (b) engaged in a business transaction with Tenant or an Affiliate that requires Tenant or the Affiliate to provide office space, provided that the following conditions are all met: (i) Tenant must certify in writing to Landlord that the party that is subleasing, licensing or otherwise using the space is not paying rent in excess of its obligations the rent Tenant is paying under this Lease; (ii) such party and its agents, employees, licensees and invitees must either carry the insurance Tenant is required to carry under this Lease or Tenant’s insurance must provide the coverage to such party as though such party were the primary insured under Tenant’s insurance policy; (iii) no demising wall shall be installed with respect thereto; and (iv) that portion of the Premises subject to such sublease, license or use shall not exceed ten thousand (10,000) rentable square feet on a cumulative basis.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock stock, membership or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entityTenant, or (iv) a sale of corporate shares of capital stock interests (partnership, stock, membership or other) in Tenant in connection with either a bonafide financing for the benefit of the Tenant or an initial public offering of Tenant’s stock on a nationally-recognized stock exchange (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 14, provided that (A) following execution Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one [•] percent (51%[•]%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one [•] percent (51%[•]%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a change of Control of Tenant or the sale of corporate shares of capital stock in Tenant in connection with an initial private financing or public offering of Tenant’s 's stock on a nationally-recognized stock exchange (collectively, a “"Permitted Transferee”"), shall not be deemed a Transfer under this Article 14, provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“"Net Worth”") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s 's entire interest that is also a Permitted Transferee may also be known as a “"Permitted Assignee”". “"Control,” " as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.. 784015.04/WLA 888888-00017/8-7-18/ejs/ejs -28- [Seaport Center] [Adverum Biotechnologies, Inc.]

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which that is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which that acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which that is the resulting entity of a merger or consolidation of Tenant with another entity, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange entity (collectively, a “Permitted Transferee”), shall not be deemed a Transfer under this Article 1414 (and for the avoidance of doubt, Sections 14.2, 14.3 and 14.4. shall not apply to such Transfer), provided that (A) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (C) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and (D) such Permitted Transferee described in subpart (ii) or (iii) above shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant’s entire interest that is also a Permitted Transferee may also be known as a “Permitted Assignee”. “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.