definiens: means all raw materials, spare parts, miscellaneous consumables a nd miscellaneous items, including biological materi als, samples, assays, reagents, chemicals, and any other materials and supplies held by Seller for use or c onsumption at the Facility existing within the Facility as of the Closing Date, not including the Excluded Assets ( defined below ) ; WHEREAS, Seller shall assign the existing original Humbold t Lease to Buyer and CBRE will agree to the assignment and assumption of said Lease by Buyer wi th the stipulation that the lease is shortened to a four ( 4 ) year term, running from July 8, 2016 ; WHEREAS, Seller personnel shall assist with the transition of operations over the next two ( 2 ) weeks, during which time Buyer may make continuing offers of empl oyment to those Seller ’s employees as it deems appropriate in its absolute sole discretion ; WHEREAS, no further lease payments shall be owed to Landlo rd by Seller . Seller shall vacate Humboldt on or before July 31, 2016 ; WHEREAS, Buyer shall enable Seller to store and maintain i ts HuCNS - SC cells through but not later than August 31, 2016, and to assist Seller with shipment of said cells to offsite storage, as identified an d coordinated by Seller ; WHEREAS, in return for a mutual release of claims, CBRE sh all return to Seller the remaining Lease security deposit of $ 40,000.00