Subject to Lease Clause Samples

Subject to Lease. This Sublease is subject to all of the terms and conditions of the Master Lease by and between Sublessor and Master Lessor.

Subject to Lease. This Work Letter is subject in all respects to the terms and conditions of the Lease. In witness whereof, the parties have executed this Work Letter concurrently with and as of the date of the Lease. INHALE ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, L.P., a NEKTAR THERAPEUTICS, a Delaware California limited partnership corporation By: SciMed Prop III, Inc., a California By: corporation Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: CFO By: By: Name: ▇▇▇▇ ▇. GOLD Name: Title: PRES. Title: By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: E.V.P THIS CONSENT OF PARTNERS (this “Consent”) of INHALE ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, L.P., a California limited partnership (the “Partnership”) is entered into by and between NEKTAR THERAPEUTICS (FORMERLY KNOWN AS INHALE THERAPEUTIC SYSTEMS, INC.), a Delaware corporation (“Nektar”), SCIMED PROP III, INC., a California corporation (“General Partner”), 201 INDUSTRIAL PARTNERSHIP, a California general partnership (“201 Limited Partner”) with reference to the following facts:

Subject to Lease. Subject to Section 11.2 below, this Sublease is subject to all of the terms and condition of the Master Lease by and between Sublandlord and Master Landlord. Subtenant shall obtain insurance for the Subleased Premises and name Sublandlord as an additional insured in the policy.

Subject to Lease. Except as otherwise expressly provided herein, all rights acquired by a Mortgagee under any Mortgage shall be subject to each and all of the covenants, conditions and restrictions set forth in this Lease and to all rights of Landlord hereunder. None of such covenants, conditions and restrictions is or shall be waived by Landlord by reason of the giving of such Mortgage, except as expressly provided in this Lease or otherwise specifically waived by Landlord in writing.

Subject to Lease. This Agreement and the License granted pursuant hereto are subject to all of the terms, covenants, provisions, conditions and agreements contained in the Lease, all of which are made a part of this Agreement as though fully set forth herein as if Licensee were the tenant named therein and Licensor were the landlord named therein. Licensee acknowledges and agrees that some or all of such obligations to be performed by the landlord in accordance with the foregoing are to be provided by the Landlord pursuant to the Lease. Licensor shall use commercially reasonable efforts to ensure the performance of such obligations by the Landlord, including, without limitation, by making demand upon the Landlord to perform if so requested in writing by Licensee; provided, however, that in no event shall Licensor be required to institute any action or proceeding against the Landlord; and provided, further, that in no event shall Licensor be in breach of this Agreement for any failure of the Landlord to in fact perform its obligations under the Lease. Licensor shall have the right to amend, modify or terminate the Lease for any reason in its sole and absolute discretion without the consent of Licensee. Licensor shall use commercially reasonable efforts to provide Licensee with reasonable prior written notice of any such amendment, modification or termination, and Licensor shall deliver a copy of any such amendment, modification or termination to Licensee promptly following the full execution and deliver thereof. If any amendment or modification of the Lease has a material adverse effect on the rights or obligations of Licensee hereunder, Licensee shall have the right to terminate this Agreement, exercisable at any time within 30 days after receiving an executed copy of such amendment or modification from Licensor.

Subject to Lease. This Sublease is subject and subordinate to the Lease. The Sections of the Lease listed below (except as may be inconsistent with other provisions of this Sublease) shall be deemed a part of this Sublease, with references in the Lease to "Landlord" deemed made to Sublandlord, references to "Tenant" deemed made to Subtenant, and references to the "Premises" deemed made to the Subleased Premises:

Subject to Lease. This Sublease is subject and subordinate to the Lease and to all matters to which the Lease is now or hereafter made subordinate. Subtenant's interest in the Sublease Premises and rights under this Sublease are derivative of the Sublandlord's rights under the Lease and Subtenant acknowledges and agrees that, notwithstanding anything to the contrary in this Sublease, Subtenant's rights hereunder and with respect to the Sublease Premises shall be no greater than those of Sublandlord pursuant to the Lease. Except as may be inconsistent with the terms, covenants and conditions of this Sublease, all the terms, covenants, and conditions in the Lease shall be deemed a part of this Sublease, with references in the Lease to "Lessor" deemed made to "Sublandlord", references to "Lessee" deemed made to "Subtenant", and references to the "Leased Premises" deemed made to the "Subleased Premises". The termination of the Lease for any reason whatsoever shall cause an automatic and contemporaneous termination of this Sublease. Sublandlord represents and warrants that, as of the Commencement Date, it is in compliance with all terms, covenants and conditions of the Lease and will, in the future, continue to so comply. The following sections of and Exhibits to the Lease are not applicable to this Sublease: 1.1, 1.10, 1.13, 2.2, 3.1.1, 3.3, 5, 15, and Exhibit B. In the case of any breach or default of this Sublease by Subtenant, Sublandlord shall have the rights against Subtenant as would be available to the Lessor against the Lessee under the Lease if such breach were by the Lessee thereunder. Subtenant, with respect to the Subleased Premises, will duly and faithfully observe all the terms, covenants and conditions and perform all the obligations imposed upon Sublandlord as Lessee under the Lease, except for those sections and Exhibit listed above. Subtenant shall not commit any act that requires Landlord's consent under the Master Lease without first obtaining the consent of Master Landlord and Sublandlord. Notwithstanding any contrary provision of this Sublease or any other agreement between Sublandlord and Subtenant, Sublandlord shall have no obligation to obtain Landlord's consent on behalf of Subtenant, and shall not be liable for any failure of Landlord to grant its consent. Neither Sublandlord nor Subtenant shall do or permit anything to be done which would cause the Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or ves...

Subject to Lease. Except as otherwise provided in this Sublease, this Sublease is subject to all of the terms and conditions of the Lease. Except as otherwise provided in this Sublease, Subtenant shall assume and perform all of Tenant’s obligations in the Lease and shall not commit or permit to be committed on the Subleased Premises any act or omission which shall violate any term or condition of the Lease. In the event of the termination of Sublessor’s interest as Tenant under the Lease as a result of Subtenant’s failure to perform its obligations under this Sublease, then this Sublease shall automatically terminate effective as of the termination of the Lease.

Subject to Lease. This Sublease is subject and subordinate to all ---------------- of the terms and conditions of the Lease. Sublessee shall not commit or permit to be committed in or about the Premises any act or omission which shall violate any of the terms or conditions of the Lease. Whenever the provisions of the Lease incorporated as provisions of this Sublease require the written consent of Landlord, said provisions shall be construed to require the written consent of both Landlord and Sublessor, provided that Sublessor shall not unreasonably withhold or delay its consent or approval if the Landlord has consented or approved of the matter for which their consent or approval is sought. Sublessor shall not modify the Lease in any way which will materially or adversely affect the rights or obligations of Sublessee hereunder without the prior written consent of Sublessee.