Transfer Premium. If [[Landlord:Organization]] consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, [[Tenant:Organization]] shall pay to [[Landlord:Organization]] fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by [[Tenant:Organization]] from such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer and related to the value of [[Tenant:Organization]]’s leasehold interest in excess of the Rent and Additional Rent payable by [[Tenant:Organization]] under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by [[Tenant:Organization]] for # any changes, alterations and improvements (including demising costs) to the Premises (or allowances in lieu thereof), in connection with the Transfer (or any improvement allowance provided to the Transferee by [[Tenant:Organization]]), # any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and # any brokerage commissions in connection with the Transfer, # legal fees reasonably incurred in connection with the Transfer and # the market value of any furniture, fixtures or equipment provided to the Transferee at no cost as part of the Transfer (collectively, “[[Tenant:Organization]]’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to [[Tenant:Organization]] in connection with such Transfer, and any payment in excess of fair market value for services rendered by [[Tenant:Organization]] to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by [[Tenant:Organization]] to Transferee in connection with such Transfer. The determination of the amount of [[Landlord:Organization]]’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by [[Tenant:Organization]] under the Transfer. For purposes of calculating the Transfer Premium on a

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

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 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.

Transfer Restrictions. The Lender acknowledges and agrees that the Exchange Securities shall bear the following legend:

Restrictions on Transfer. Neither the PSUs, nor any interest therein (including the right to receive dividend payments in accordance with Section 3), may be transferred by the Participant except to the extent specifically permitted in [Section 10(a)] of the Plan.

Notwithstanding rule 1.10 of the Plan:

Effect of Transfer. If Landlord consents to a Transfer, # the terms and conditions of this Lease shall in no way be deemed to have been waived or modified, # such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, # Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, # Tenant shall furnish upon Landlord's request a complete statement, certified by an independent certified public accountant, or Tenant's chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and # no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord's consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord's costs of such audit.