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Notwithstanding anything else herein to the contrary, if Landlord consents to any Transfer pursuant to this Section 14.2
but Tenant does
not enter into such Transfer within six (6) months thereafter, such consent shall no longer apply and such Transfer shall not be permitted unless
Tenant again obtains Landlord’s consent thereto pursuant and subject to the terms of this Article 14
. Notwithstanding anything to the contrary in
this Lease, if Tenant claims that Landlord has unreasonably withheld its consent under this Section 14.2
or otherwise has breached or acted
unreasonably under this Article 14 , its sole remedies shall be a suit for contract damages (subject to Article 21
below) or declaratory judgment
and an injunction for the relief sought, and Tenant hereby waives all other remedies, including any rights under California Civil Code
Section 1995.310 and any other right at law or equity to terminate this Lease. In addition, to the extent permitted under applicable Laws, Tenant
hereby waives, on behalf of any proposed Transferee, any remedies against Landlord arising out of any unreasonable withholding of consent to a
proposed Transfer or any breach of this Article 14 , except for any right to obtain a declaratory judgment or injunction for the relief sought.
14.3 Transfer Premium .
14.3.1 If Landlord consents to a Transfer, except as otherwise provided below, Tenant shall pay to Landlord fifty percent
(50%) of any Transfer Premium (defined below); provided, however, that, if Tenant enters into any sublease(s) of all or any portion of the 930
DeGuigne Building that is effective prior to the later of the date Tenant first occupies such Building for the conduct of its business or the second
anniversary of the Lease Commencement Date, this provision shall not apply to such sublease(s) and Tenant shall be entitled to retain one
hundred percent (100%) of any Transfer Premium relating to such sublease(s) until November 30, 2013. Tenant agrees that the timing of rent
payments under any such sublease for the 930 DeGuigne Building shall be determined by Tenant and the subtenant in good faith and not in a
manner intended to minimize the Transfer Premium payable to Landlord during the period following November 30, 2013. As used herein, “
Transfer Premium ”
means (i)(a) in the case of an assignment, any consideration (including payment for leasehold improvements) paid by the
assignee in consideration of such assignment; and (b) in the case of a sublease, license, concession or other occupancy agreement, the amount by
which all rent and other consideration paid by the Transferee to Tenant for use and occupancy of the Premises pursuant to such agreement
(excluding any payments by the Transferee to Tenant of the fair market value for services rendered by Tenant to Transferee pursuant to the
Transfer documents or for Tenant’
s Property transferred by Tenant to Transferee in connection with such Transfer and also excluding any
“Transferee Liability Payments”, as defined below) (in either such case, “ Tenant’s Transfer Consideration ”),
exceeds (ii) the sum of (x) the
Monthly Rent payable by Tenant hereunder with respect to the Contemplated Transfer Space for the term of such agreement, plus (y) the amount
of the Recoverable Expenses (as defined below) relating to such Transfer; provided, however, that, in the case of a sublease, license, concession
or other occupancy agreement, Tenant’
s Improvement Expenses (as defined below) relating to any Transfer shall be amortized on a straight line
basis, without interest, over the term of such agreement. For purposes hereof, “ Transferee Liability Payments ”
means payments made by the
Transferee to Tenant for repairs, replacements or improvements, or as a result of any Claims, arising from the negligence or willful misconduct
of the Transferee or any sums paid by the Transferee to Tenant pursuant to the Transferee’
s indemnity obligations under the Transfer
documentation, including any environmental indemnity obligations.
14.3.2 As used in this Lease, the “ Recoverable Expenses ”
relating to any Transfer means, collectively, the following: (a) any
brokerage commissions and reasonable attorneys’ and professional fees paid by Tenant in connection with the Transfer (“ Leasing Expenses ”
);
(b) the cost of any Tenant Improvements or Alterations paid for by Tenant ( i.e.,
not funded by the Allowance in the Tenant Work Letter) made
specifically to ready the Premises, or any portion thereof, for occupancy by the Transferee; and (c) in the case of the 930 DeGuigne Building, the
cost of Tenant Improvements and Alterations made by Tenant in or for the 930 DeGuigne Building (“ 930 DeGuigne Initial Improvements ”
)
not funded by the Allowance in the Tenant Work Letter. The Recoverable Expenses described in clauses (b) and (c) above for a particular
Transfer are herein referred to as the “ Improvement Expenses ” and shall be amortized over the term of the Transfer.
14.3.3 In the case of a sublease, license, concession or other occupancy agreement, and notwithstanding the provisions of
Section 14.3.1 to the contrary, commencing on the first day of the month during which (a) Tenant’
s Transfer Consideration from the particular
Transfer exceeds (b) the Leasing Expenses relating to the Transfer, plus the then amortized amount of the Improvement Expenses relating to
such Transfer (but, in the case of any sublease of the 930 DeGuigne Building, not sooner than the second anniversary of the Lease
Commencement Date), and continuing on the first day of each succeeding month during the term of such agreement, Transferee shall pay
directly to Landlord fifty percent (50%) of the amount by which (1) Tenant’
s Transfer Consideration received for such month exceeds (2) the
sum of (i) the Monthly Rent payable by Tenant under this Lease with respect to the Contemplated Transfer Space for such month, plus (ii) the
amortized amount of the Improvement Expenses relating to such Transfer that are allocated to such month, plus (iii) any other sums paid by
Tenant to Landlord for the use and occupancy of the Contemplated Transfer Space pursuant to this Lease for such month, such as payments for
Capital Repairs pursuant to Section 7.1.4 or payments for
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