No Obligation to Recognize Invalid Transfer. The Company shall not be required # to transfer on its books any of the Shares which shall have been sold or transferred in violation of any of the provisions set forth in this Section 4, or # to treat as owner of such Shares or to pay dividends to any transferee to whom any such Shares shall have been so sold or transferred.

Transfer Premium. If Landlord consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined in this Section 14.3, received by Tenant from such Transferee. "Transfer Premium" shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer in excess of the Rent and Additional Rent payable by Tenant under this Lease (including any Additional Tenant Improvement Allowance Payment) during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, and after deduction of # any costs of improvements made to the Subject Space in connection with such Transfer (which may include the unamortized cost of the Tenant Improvements to the extent paid for by Tenant directly rather than through the Additional TI Allowance), # brokerage commissions paid in connection with such Transfer, and # reasonable [[Organization A:Organization]] fees incurred in connection with such Transfer. "Transfer Premium" shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. Notwithstanding the foregoing, the reduction in Base Rent in the first six (6) months of the Lease Term under Section 4 of the Summary shall be disregarded when calculating the Transfer Premium during such period. The determination of the amount of Landlord's applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by Tenant under the Transfer.

Improper Transfer. Tenant shall assign, sublease or otherwise transfer or attempt to transfer all or any portion of Tenant’s interest in this Lease or the Premises except as expressly permitted herein, or Tenant’s Interest in this Lease shall be attached, executed upon, or otherwise judicially seized and such action is not released within 90 days of the action.

This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

Transfer Restrictions. Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as provided in the Plan or the applicable Award agreement. Certificates, or other evidence of ownership, issued in respect of Shares of Restricted Stock shall be registered in the name of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company. After the lapse of the restrictions applicable to such Shares of Restricted Stock, the Company shall deliver such certificates, or other evidence of ownership, to the Participant or the Participant's legal representative.

Transfer Restrictions. None of the Award Shares shall be sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, by the Participant, except in accordance with the terms of the Plan.

Notwithstanding anything to the contrary in the Purchase Agreement, during the period from the date of the Closing until the earliest to occur of # 18 months after the date of the Closing, # a Change of Control (as defined below) and # the termination of the Collaboration and License Agreement in its entirety (such period, the “Restricted Period”), Investor shall not, directly or indirectly, sell, transfer, pledge, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, transfer the economic risk of ownership of, or otherwise dispose of (each, a “Transfer”) the Purchased Shares except:

The Loan Parties (taken as a whole) are Solvent and, after the execution and delivery of the Loan Documents and the consummation of the transactions contemplated thereby, will be Solvent.

Transfer Taxes. All transfer, documentary, sales, use, value-added, gross receipts, stamp, registration, property, excise, transfer or other similar taxes, charges or fees (collectively, “Transfer Taxes”) incurred in connection with the transfer and sale of the Purchased Assets as contemplated by the

Transfer Taxes. Except as otherwise required by Law, Buyer shall file all Tax Returns required to be filed in respect of Transfer Taxes imposed on or with respect to the transactions contemplated by this Agreement and pay all Transfer Taxes owing with respect to such returns. The Parties shall cooperate with each other in connection with the filing of any Tax Returns relating to Transfer Taxes, including joining in the execution of any such Tax Return or other documentation where necessary. Buyer and Seller shall, upon request of the other Party, use their commercially reasonable efforts to obtain any certificate or other document from any person as may be necessary to mitigate, reduce or eliminate any Transfer Tax, including by qualifying for the occasional sale exemption or any other exemption available under applicable Law. Buyer and Seller intend that the transaction contemplated by this Agreement will qualify as an “occasional sale” for Texas sales tax purposes, and will be exempt from such tax pursuant to Texas Tax Code Section 151.304. On or prior to the Closing Date, Seller shall provide Buyer with a duly executed Texas Comptroller Form 01-917, Statement of Occasional Sale, with respect to such transaction. If required by Law to file or pay any Transfer Tax described in this Section 5.03(d), Seller shall timely pay such Transfer Tax and provide to Buyer copies of all such filed Tax Returns relating to Transfer Taxes and reasonable evidence that all such Transfer Taxes have been timely paid. Buyer shall reimburse Seller for the payment of such Transfer Taxes within ten (10) days of its receipt of such reasonable evidence.