Permitted Transfers. Notwithstanding anything contained in this [Article VII] to the contrary, provided no Event of Default has occurred and is continuing, Tenant may, after ten (10) days prior written notice to Landlord (or, in the event Tenant is prevented from giving such notice due to the requirements of any Law or confidentiality agreement to which Tenant is bound, within five (5) days after Tenant is permitted to give such notice) but without Landlord’s prior written consent and without being subject to Landlord’s rights and Tenant’s obligations set forth in [[Sections 7.3, 7.4 and 7.5]5]5]]5]5] below, assign this Lease, or sublet all or a portion of the Premises, to the following entities (each, a “Permitted Transferee”) without Landlord’s approval:

Affiliate Transfers. Notwithstanding anything contained in this [Article VII] to the contrary, provided no Event of Default has occurred and is continuing, Tenant may, after ten (10) daysdays’ prior written notice to Landlord (or, in(which notice shall contain a written certificate from Tenant, signed by an authorized representative of Tenant, containing a representation that the event Tenantproposed assignee, transferee or subtenant is prevented from giving such notice due to the requirements of any Law or confidentiality agreement to which Tenant is bound, within five (5) days after Tenant is permitted to give such notice)an Affiliate, as hereinafter defined) but without Landlord’s prior written consent and without being subject to Landlord’s rights and Tenant’s obligations set forth in [[Sections 7.3, 7.4 and 7.5]5]5]]5]5] below, assign or transfer its entire interest in this Lease,Lease or sublet allsublease the entire or aany portion of the Premises,Premises to any of the following (each, an “Affiliate”): # to a corporation or other business entity (herein sometimes referred to as a “successor corporation”) into or with which Tenant shall be merged or consolidated, or to which substantially all of the assets of Tenant may be transferred or sold, provided that such successor corporation shall have a tangible net worth and liquidity at least equal to the tangible net worth and liquidity of Tenant as of the date of such assignment or transfer or which is otherwise reasonably acceptable to Landlord taking into account, to the extent Tenant will continue in existence following entities (each,the transfer or transaction, the fact that the original Tenant under this Lease is not being released, or # to a “Permitted Transferee”corporation or other business entity (herein sometimes referred to as a “related corporation”) which shall, directly or indirectly, control, be controlled by or be under common control with Tenant, provided in either case that # in the case of an assignment of Tenant’s interest in this Lease, such Affiliate shall assume in writing all of the obligations and liabilities of Tenant under this Lease (without relieving Tenant therefrom) and # the proposed use of the Premises is in compliance with [Article VI]. In the event of any such assignment or subletting, Tenant shall remain fully liable as a primary obligor for the payment of all Rent, additional rent and other charges required hereunder and for the performance of all obligations to be performed by Tenant hereunder. For purposes of [clause (ii) above], “control” shall be deemed to be ownership of more than fifty percent (50%) of the stock or other voting interest of the controlled corporation or other business entity, or otherwise having the right (including, without Landlord’s approval:limitation, by contract) to direct the business affairs of Tenant. Notwithstanding the foregoing, if Tenant structures one or more assignment or sublease transactions to an entity that meets the definition of an Affiliate as specified above for the purpose of circumventing the restrictions on subleases and assignments provided elsewhere in this [Article VII] and not for a legitimate business purpose, then such subtenant(s) or assignee(s) shall conclusively be deemed not to be an Affiliate and subject to all such restrictions. Notwithstanding any of the foregoing in the event Tenant is prevented from giving the ten (10) day prior notice required under this [Section 7.1(c)] due to the requirements of any Law or confidentiality agreement to which Tenant is bound, within five (5) days after Tenant is permitted to give such notice.