Exceptions to Requirement for Consent. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord's consent and without giving Landlord a Recapture Notice, to # make a Transfer to an Affiliated Entity (hereinafter defined) so long as the transfer to such Affiliated Entity is for legitimate business purposes (and not for the purpose of avoiding the provisions of this Section 13), and # assign all of Tenant’s interest in and to the Lease to a Successor, provided that prior to or simultaneously with any assignment pursuant to this Section 13.7, such Affiliated Entity or Successor, as the case may be, and Tenant execute and deliver to Landlord an assignment and assumption agreement in form and substance reasonably acceptable to Landlord whereby such Affiliated Entity or Successor, as the case may be, shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in the Lease on the part of Tenant to be performed, and whereby such Affiliated Entity or Successor, as the case may be, shall expressly agree that the provisions of this Section 13 shall, notwithstanding such Transfer, continue to be binding upon it with respect to all future Transfers. For the purposes hereof, an “Affiliated Entity” shall be defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, a “Successor” shall be defined as any entity into or with which Tenant is merged or with which Tenant is consolidated or which acquires all or substantially all of Tenant’s stock or assets, provided that the surviving entity shall have a net worth immediately following the Transfer to such entity which is not less than Tenant’s net worth immediately preceding such Transfer. Affiliated Entities and Successors are referred to collectively herein as “Permitted Transferees” and a Transfer to a Permitted Transferee which is permitted pursuant to this Section 13.7 is referred to herein as a “Permitted Transfer”.

Exceptions to Requirement for Consent. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord's consent and without giving Landlord a Recapture Notice, to # make a Transfer to an Affiliated Entity (hereinafter defined) so long as the transfer to such Affiliated Entity is for legitimate business purposes (and not for the purpose of avoiding the provisions of this Section 13), and # assign all of Tenant’s interest in and to the Lease to a Successor, provided that prior to or simultaneously with any assignment pursuant to this Section 13.7, such Affiliated Entity or Successor, as the case may be, and Tenant execute and deliver to Landlord an assignment and assumption agreement in form and substance reasonably acceptable to Landlord whereby such Affiliated Entity or Successor, as the case may be, shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in the Lease on the part of Tenant to be performed, and whereby such Affiliated Entity or Successor, as the case may be, shall expressly agree that the provisions of this Article 13 shall, notwithstanding such Transfer, continue to be binding upon it with respect to all future Transfers. For the purposes hereof, an “Affiliated Entity” shall be defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, a “Successor” shall be defined as any entity into or with which Tenant is merged or with which Tenant is consolidated or reorganized or which acquires all or substantially all of Tenant’s stock or assets, provided that the surviving entity shall have a net worth and other financial indicators sufficient to meet Tenant’s obligations hereunder. Tenant shall give Landlord at least ten (10) days’ prior written notice of ay Permitted Transfer, such notice to include evidence, reasonably satisfactory to Landlord, that the conditions to the Permitted Transfer in question have been satisfied. Transfers to Affiliated Entities and to Successor which are permitted pursuant to this Section 13.7, are referred to collectively herein as “Permitted Transfers”, and such Affiliated Entities and Successors are referred to herein as “Permitted Transferees”.

Lender Consent Requirement. Landlord and Tenant agree that this Eighth Amendment shall not be effective unless and until Landlord obtains consent to this Eighth Amendment from the lender that currently holds a mortgage secured by the Complex (the “Lender”). The date on which Landlord obtains Lender’s consent, if at all, to this Eighth Amendment is referred to in this Eighth Amendment as the “Lender Consent Date”. Landlord agrees to # use reasonable efforts to obtain Lender’s consent to this Eighth Amendment as soon as reasonably possible following the full execution and delivery of this Eighth Amendment by Landlord and Tenant, # provide written notice to Tenant of Lender’s approval or disapproval of this Eighth Amendment promptly following Landlord’s receipt of such written approval or disapproval from Lender, and # if Lender disapproves of this Eighth Amendment, to make such changes as are reasonably required by Lender for its approval of this Eighth Amendment and which are reasonably agreed to by each party to this Eighth Amendment in order to effect the intent of this Eighth Amendment to the extent possible.

Exceptions to Confidentiality. The receiving Party’s obligations set forth in this Agreement shall not extend to any Confidential Information of the Disclosing Party:

Requirement for U.S. Manufacture. Cell Medica agrees that, to the extent required under 37 CFR 401 and as applicable to a particular Licensed Product depending on the funding for the Core Subject Technology incorporated therein prior to the Effective Date, such Licensed Product leased or sold in the United States shall be manufactured substantially in the United States, and Baylor agrees to, upon request of Cell Medica, assist Cell Medica in requesting a waiver of any such obligation from the U.S. government where such manufacture is not reasonably feasible.

A Participant’s rights will not be deemed to have been impaired by any amendment, alteration, suspension or termination if the Administrator, in its sole discretion, determines that the amendment, alteration, suspension or termination taken as a whole, does not materially impair the Participant’s rights, and

Requirement for U.S. Manufacture. During the period of exclusivity of this license in the United States, LICENSEE shall comply with 37 C.F.R. § 401.14 # or any successor rule or regulation. Upon LICENSEE’s request, and at LICENSEE’s expense, BCM shall use reasonable efforts to apply to the applicable United States governmental agency for a waiver to such requirements; provided, however, that all costs related to the preparation and application of the waiver including the costs of any action undertaken by BCM or its counsel necessary to satisfy any governmental agency’s request regarding such waiver, shall be paid by LICENSEE within thirty (30) days following receipt of BCM’s invoice or BCM counsel’s invoice for such costs. LICENSEE agrees that it will cooperate with BCM in such application and provide any information requested by BCM for such application. LICENSEE understands and agrees that such waivers are not guaranteed to be granted.

Exceptions to Requirement for Consent. Notwithstanding anything to the contrary herein contained, Tenant shall have the right, without obtaining Landlord's consent and without giving Landlord a Transfer Notice, to # make a Transfer to an Affiliated Entity (hereinafter defined) so long as the transfer to such Affiliated Entity is for legitimate business purposes (and not for the purpose of avoiding the provisions of this Section 13), and # make a Transfer to a Successor or otherwise assign all of Tenant’s interest in and to the Lease to a Successor, provided that prior to or simultaneously with any assignment pursuant to this Section 13.7 (except as the result of a merger or other corporate reorganization of Tenant or Tenant’s parent or ultimate parent entity, whereby Tenant shall continue to be the originally named Tenant hereunder), such Affiliated Entity or Successor, as the case may be, and Tenant execute and deliver to Landlord an assignment and assumption agreement in form and substance reasonably acceptable to Landlord whereby such Affiliated Entity or Successor, as the case may be, shall agree to be independently bound by and upon all the covenants, agreements, terms, provisions and conditions set forth in the Lease on the part of Tenant to be performed, and whereby such Affiliated Entity or Successor, as the case may be, shall expressly agree that the provisions of this Article 13 shall, notwithstanding such Transfer, continue to be binding upon it with respect to all future Transfers. Additionally, Tenant shall have the right, without obtaining Landlord’s consent, to permit Affiliated Vendors (hereinafter defined) to occupy portions of the Premises from time to time during the Term, in each case on a temporary basis, without such occupancy constituting a Transfer hereunder (subject to the terms and conditions of this Lease, including without limitation Sections 4.1 and 4.2, above). For the purposes hereof, an “Affiliated Entity” shall be defined as any entity which is controlled by, is under common control with, or which controls Tenant. For the purposes hereof, a “Successor” shall be defined as any entity # into or with which Tenant or Tenant’s parent or ultimate parent entity is merged; or # with which Tenant or Tenant’s parent or ultimate parent entity is consolidated; or # which acquires all or substantially all of the assets, stock or other ownership interests of Tenant or Tenant’s parent or ultimate parent entity; or # acquires Tenant or Tenant’s parent or ultimate parent entity via any other merger or other business combination, provided that the surviving entity shall have a net worth and other financial indicators sufficient to meet Tenant’s obligations hereunder. Except to the extent such Transfer is subject to confidentiality requirements (in which case such notice shall be given within ten (10) days after the Transfer), Tenant shall give Landlord at least ten (10) days’ prior written notice of any Permitted Transfer, such notice to include evidence, reasonably satisfactory to Landlord, that the conditions to the Permitted Transfer in question have been satisfied. Transfers to Affiliated Entities and to Successor which are permitted pursuant to this Section 13.7, are referred to collectively herein as “Permitted Transfers”, and such Affiliated Entities and Successors are referred to herein as “Permitted Transferees”. For the purposes hereof, an “Affiliated Vendor” shall be defined as a contractor, vendor or other service provider that is either engaged in a direct contractual relationship with Tenant or engaged in a direct contractual relationship with a contractor of Tenant .

Requirement for U.S. Manufacture. During the period of exclusivity of this license in the United States, LICENSEE shall comply with 37 C.F.R. § 401.14 # or any successor rule or regulation. Upon LICENSEE’s request, and at LICENSEE’s expense, BCM shall use reasonable efforts to apply to the applicable United States governmental agency for a waiver to such requirements; provided, however, that all costs related to the preparation and application of the waiver including the costs of any action undertaken by BCM or its counsel necessary to satisfy any governmental agency’s request regarding such waiver, shall be paid by LICENSEE within thirty (30) days following receipt of BCM’s invoice or BCM counsel’s invoice for such costs. LICENSEE agrees that it will cooperate with BCM in such application and provide any information requested by BCM for such application. LICENSEE understands and agrees that such waivers are not guaranteed to be granted.

Exceptions to Limitations. Conversions to Reference Rate Loans shall be permitted notwithstanding [Section 2.1(b)(i)] and [Section 2.1(b)(ii)] above, in each case, unless the Administrative Agent has otherwise accelerated the Obligations or exercised other rights that terminate the Commitments under Section 10.2.