Exhibit 10.1


 


SUBLEASE AGREEMENT


 


THIS SUBLEASE AGREEMENT
(“Sublease”) is entered into as of April 28, 2017, by and between TERADATA US, INC., a Delaware corporation
(“Sublessor”), and LION BIOTECHNOLOGIES, INC., a Nevada corporation (“Sublessee”).


 


BACKGROUND


 


A.           Sublessor
leases from CA-SKYWAY LANDING LIMITED PARTNERSHIP (the “Prime Landlord”) Suite 100 consisting of approximately
20,432+/- rentable square feet of space within a certain building located at 999 Skyway Landing Road, San Carlos, California (the
“Building”), pursuant to an Office Lease dated February 9, 2010 (the “Original Prime Lease”),
as amended by a First Amendment dated July 31, 2011, a Second Amendment dated November 28, 2011, a Third Amendment dated
November 12, 2012, and a Fourth Amendment dated July 22, 2013, a copy of which is attached hereto
and made a part hereof as Exhibit “A” (collectively, the “Prime Lease”). All of the
space in the Building that is now or hereafter leased by Sublessor pursuant to the Prime Lease is hereinafter referred to as the
“Prime Lease Premises.”


 


B.           Subject
to and in accordance with the terms and conditions hereinafter set forth, Sublessor desires to sublease to Sublessee, and Sublessee
desires to rent from Sublessor, a portion of Suite 100 consisting of approximately 10,415+/- rentable square feet on the first
floor of the Building, as more particularly shown on Exhibit “B” attached hereto and made a part hereof (the
“Subleased Premises”).


 


NOW, THEREFORE, in
consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, each of Sublessor and Sublessee, intending to be legally bound, hereby mutually covenant and
agree as follows:


 


1.           Prime
Lease.


 


(a)          All
of the provisions of the Prime Lease are incorporated herein by reference with the exception of the Base Rent schedule, security
deposit, early entry rights, terms regarding any allowances or tenant improvements, any term renewal options or rights of first
refusal, and any rights to assign or sublease.


 


(b)          Sublessee
acknowledges and agrees that it shall be obligated to comply with the provisions of the Prime Lease insofar as such provisions
are applicable to the Subleased Premises and that this Sublease shall be subordinate to the terms and conditions of the Prime Lease.
Sublessor shall be entitled to exercise all rights and remedies of Prime Landlord as set forth under the Prime Lease upon a default
by Sublessee under this Sublease and/or under the provisions of the Prime Lease incorporated herein.


 


(c)          All
capitalized terms not otherwise defined in this Sublease shall have the meanings set forth in the Prime Lease.


 




     


     


    

 


(d)          If
Sublessee defaults in the payment of any rent under this Sublease including, without limitation, Basic Rent and any other Additional
Rent hereunder, or otherwise defaults in its obligations hereunder or under the Prime Lease, and if applicable, after the giving
of notice and the expiration of the cure period provided in Section 15(g) of this Sublease, then Sublessor shall have the right
to exercise against Sublessee all remedies as are available to Prime Landlord in the Prime Lease as if Sublessor, as the tenant,
had defaulted thereunder.


 


(e)          Sublessor
agrees to make rental payments required under the Prime Lease on a timely basis so as not to cause a default to occur under the
Prime Lease. Sublessee shall not do or cause to be done or suffer or permit to be done any act or thing which would constitute
a default under the Prime Lease or which would cause the Prime Lease or any of Sublessor's rights under the Prime Lease to be cancelled,
terminated, forfeited or prejudiced or which would render Sublessor liable for any liabilities, damages, losses, fines, claims,
penalties, costs, expenses or other amounts under the Prime Lease. Sublessor shall not do or cause to be done or suffer or permit
to be done any act or thing which would constitute a default under the Prime Lease or which would cause the Prime Lease to be cancelled,
terminated, forfeited or prejudiced except as provided in the Prime Lease with respect to a Casualty or a Taking or would cause
the Prime Lease to be amended in a manner which negatively affects Sublessee’s rights or materially increases Sublessee’s
obligations under this Sublease or which would render Sublessee liable for any liabilities, damages, losses, fines, claims, penalties,
costs or expenses under the Prime Lease


 


(f)          Sublessee
shall tender performance of its obligations to Sublessor.


 


(g)          Although
the terms, conditions, covenants and agreements of the Prime Lease are incorporated as terms and agreements of this Sublease, Sublessor
shall not be liable to Sublessee for performance or non-performance of obligations of Sublessor under this Sublease which are also
the obligations of Prime Landlord under the Prime Lease (the “ Prime Landlord's Obligations”). At Sublessee’s
request, Sublessor shall enforce the Prime Landlord’s obligations under the Prime Lease to the extent applicable to the Subleased
Premises or assign to Sublessee the right to do so, if permissible under the Prime Lease.


 


(h)          Sublessee
shall have no right, title or interest in any right, claim or cause of action that Sublessor may have against Prime Landlord by
reason of Prime Landlord’s default under or breach of the Prime Lease or by reason of Sublessor’s rights under the
Prime Lease, including without limitation, any rights pursuant to Section 4.6 (Books and Records) of the Original Prime Lease.


 


(i)          Sublessor
agrees that it will not (i) amend or modify the Prime Lease without the prior written consent of Sublessee, which consent shall
not be unreasonably withheld, conditioned or delayed so long as the amendment or modification does not diminish the rights and
privileges of Sublessee under this Sublease (including without limitation those provisions of this Sublease which are incorporated
by reference from the Prime Lease) or impose greater duties and obligations on Sublessee under this Sublease, or (ii) agree to
a termination of the Prime Lease unless, in connection therewith, Prime Landlord accepts this Sublease as a direct lease between
Prime Landlord and Sublessee or unless the termination is pursuant to Sections 11 or 13 of the Prime Lease.


 




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2.           Subleased
Premises; Parking and Signage.


 


(a)          Premises.
Sublessor, for the term and subject to the provisions and conditions hereof, subleases to Sublessee, and Sublessee rents from Sublessor,
the Subleased Premises, together with the non-exclusive right with Prime Landlord and any other occupants of the Building to use
all of the Common Areas (as defined in Section 2.2 of the Original Prime Lease). During the Sublease Term (as defined in Section
3, below), Sublessee shall have the right to receive and enjoy the benefit of the services required to be provided by Prime Landlord
under the Original Prime Lease. Sublessee acknowledges that the Subleased Premises are a portion of the Prime Lease Premises, and
Sublessee shall have no right to use or occupy any portion of the Prime Lease Premises except the Subleased Premises. Sublessor
agrees to construct, at Sublessor’s expense and upon Sublessor’s sublease of any portion of the remainder of the Prime
Lease Premises, a demising wall to separate the Subleased Premises from the remainder of the Prime Lease Premises.


 


(b)          Parking.
Subject to the terms and conditions of the Prime Lease, Sublessee shall have the right to use 34 of Sublessor’s 67 parking
spaces as provided by the Prime Lease at no charge.


 


(c)          Signage.
Subject to the terms and conditions of the Prime Lease, including without limitation, any approvals required of Prime Landlord,
Sublessor agrees that Sublessee may take advantage of Sublessor’s signage rights pursuant to the Prime Lease, and Sublessee
shall pay all costs and expenses associated with Sublessee’s signage.


 


3.           Term
of Sublease. Subject to the provisions of Paragraph 20, the term of this Sublease (the “Sublease Term”) shall commence
on the later of April 19, 2017 or ten (10) days after Prime Landlord’s written consent to this Sublease (“Sublease
Commencement Date”), and shall expire on October 31, 2018 (the “Sublease Expiration Date”). Subject to the provisions
of Paragraphs 14 and 17(k) below, Sublessor hereby grants Sublessee the right to access to the Premises ten (10) days prior to
the Sublease Commencement Date, upon notice to Sublessor, for the sole purposes of (a) telephone wiring and installation,
(b) installation of furniture, and (c) computer wiring and installation, provided that such early access does not interfere
with Sublessor’s vacation and surrender of the Subleased Premises.


 


4.           Minimum
Rent and Expenses and Taxes.


 


(a)          Basic
Rent. Commencing on the Sublease Commencement Date, Basic Rent for the Subleased Premises shall accrue as follows:


 


	Period	 	Rental Rate Per Month	 	 	Monthly Basic Rent	 
	 	 	 	 	 	 	 
	Commencement Date and following full 12 calendar months	 	$	2.25	 	 	$	25,760.25	 
	 	 	 	 	 	 	 	 	 
	First of the month immediately following the above 12 full calendar months to October 31, 2018	 	$	2.32	 	 	$	26,561.68	 



 


The amount of $25,760.25
(reflecting the first installment of full Basic Rent) shall be payable upon Sublessee’s execution of this Sublease and Sublessee’s
receipt of the fully executed Prime Landlord Consent (as defined in Section 22, below), and all subsequent installments shall be
payable on the first day of each successive month of the Sublease Term starting with the second month thereof and otherwise in
accordance with the terms and conditions of the Prime Lease, including without limitation, Section 3 of the Original Prime Lease.


 




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(b)          Expenses
and Taxes. Commencing on the Sublease Commencement Date, Sublessee shall pay to Sublessor Sublessee’s Share of Expenses
and Taxes in accordance with the terms of the Prime Lease except as follows: (A) the Base Year for Expenses and Taxes considered
under this Sublease shall be 2017, and (B) “Sublessee’s Share” shall be 56% (11,449 rsf / 20,432 rsf = 51%) of
any amount by which Expenses for an Expense Year exceed Expenses for Base Year 2017 plus 51% of any amount by which Taxes for such
Expense Year exceed Taxes for Base Year 2017. “Expense Year,” “Expenses” and “Taxes,” as used
in this Sublease, shall have the meanings given in the Prime Lease, and Sublessee’s Share of Expenses and Taxes are considered
a part of the rent for the Subleased Premises.


 


(c)          Partial
Month. If the Sublease Commencement Date begins on a day other than the first day of a month, Basic Rent and Tenant’s
Share of Expenses and Taxes from such day until the first day of the following month shall be prorated (at the rate of one-thirtieth
(1/30) of the fixed monthly rental for each day) and shall be payable in arrears on the first day of the first full calendar month
of the Sublease Term (and, in such event, the installment of Basic Rent paid at execution hereof shall be applied to the rent due
for the first full calendar month of the Sublease Term hereof).


 


(d)          Address
For Payment. All rent and other sums due to Sublessor hereunder shall be payable to Teradata US, Inc., 10000 Innovation Drive,
Miamisburg, OH 45342, Attention: Ed Keck, or to such other party or at such other address as Sublessor may designate, from time
to time, by written notice to Sublessee, without demand and without deduction, set-off or counterclaim.


 


(e)          Non-Waiver
of Rights. If Sublessor, at any time or times, shall accept rent or any other sum due to it hereunder after the same shall
become due and payable, such acceptance shall not excuse delay upon subsequent occasions, or constitute, or be construed as, a
waiver of any of Sublessor's rights hereunder.


 


(f)          Additional
Sums Due. All sums payable by Sublessee under this Sublease, whether or not stated to be rent or additional rent, shall be
collectible by Sublessor as additional rent (herein referred to collectively as “Additional Rent”), and in default
in payment thereof and after Sublessor gives notice of default and the expiration of the cure period provided in Section 15(g)
of this Sublease, Sublessor shall have the same rights and remedies as for failure to pay rent (without prejudice to any other
right or remedy available therefore).


 


(g)          Personal
Property and Other Taxes. As Additional Rent, Sublessee shall pay monthly or when due all taxes imposed or calculated upon:
(i) all personal property of Sublessee, and (ii) Sublessee's rent or with respect to Sublessee's business or right to
do business in the Subleased Premises, including, without limitation, a gross receipts tax on rents or a business privilege tax
or occupancy tax, whether such tax exists at the date of this Sublease or is adopted hereafter during the Sublease Term, whether
collected by Sublessor or collected directly by the governmental agency assessing the same. Nothing herein shall be taken to require
Sublessee to pay any income, estate, inheritance or franchise tax imposed upon Sublessor.


 




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5.           Security
Deposit. As additional security for the full and prompt performance by Sublessee of the terms and covenants of this Sublease,
Sublessee shall deposit with Sublessor contemporaneously with the execution of this Sublease and Sublessee’s receipt of the
Prime Landlord Consent, the sum of $25,760.25 (the “Security Deposit”), which shall not constitute rent for any month
(unless so applied by Sublessor on account of Sublessee's default). Sublessee shall, upon demand, restore any portion of the Security
Deposit which may be applied by Sublessor to the cure of any default by Sublessee hereunder. To the extent that Sublessor has not
applied the Security Deposit on account of a default, the Security Deposit shall be returned (without interest) to Sublessee promptly
after the Sublease Expiration Date. Until returned to Sublessee after the expiration of this Sublease and the full performance
of Sublessee hereunder, the Security Deposit shall remain the property of Sublessor.


 


6.           Personal
Property. In connection with Sublessee's sublease of the Subleased Premises, Sublessor agrees to sell to Sublessee, and Sublessee
agrees to purchase for $1.00, Sublessor’s furniture that is currently located within the Subleased Premises as listed on
Exhibit “C” to this Sublease (collectively, the “Personal Property”). If there is any furniture
within the Subleased Premises that Sublessee does not want to purchase, Sublessor shall remove the furniture, and the same will
not be included in the Personal Property. Upon the Sublease Commencement Date, Sublessor shall deliver to Sublessee a bill of sale
for the Personal Property, and thereafter, Sublessee shall be entirely responsible for all maintenance and repair of the Personal
Property. SUBLESSEE HEREBY ACKNOWLEDGES THAT IT HAS BEEN AFFORDED WITH THE FULL AND COMPLETE OPPORTUNITY TO MAKE ITS OWN INDEPENDENT
INVESTIGATION OF THE PERSONAL PROPERTY AND THAT BY SUBLESSEE'S EXECUTION OF THIS SUBLEASE, SUBLESSEE IS PURCHASING SUCH PERSONAL
PROPERTY BASED SOLELY UPON SUCH INDEPENDENT INVESTIGATION IN “AS-IS” CONDITION, WITHOUT ANY REPRESENTATIONS AND WARRANTIES
FROM SUBLESSOR, AND WITHOUT RELIANCE UPON ANY INFORMATION OR DATA PRODUCED BY SUBLESSOR. SUBLESSOR SHALL HAVE NO RESPONSIBILITY
OR OBLIGATION FOR THE PERSONAL PROPERTY.


 


7.           Use.


 


(a)          Sublessee
shall use the Subleased Premises solely for general office purposes consistent with a first-class office building and hereby agrees
to comply with the Prime Lease and all Governmental Requirements (as hereafter defined) with respect to the permitted use and occupancy
of the Subleased Premises.


 


(b)          Sublessee
will not manufacture, store, treat, dispose of, discharge, use, produce or transport “Waste” (as hereinafter defined)
at, from or within the Subleased Premises or the Building. “Waste” is defined as any hazardous or radioactive material,
polychlorinated biphenyls, friable asbestos or other hazardous or medical waste substances as defined by the Comprehensive Environmental
Response Compensation and Liability Act, as amended, or by any other federal, state or local law, statute, rule, regulation or
order (including any Governmental Requirements) concerning environmental matters (collectively, “Waste”). Sublessee
covenants and agrees that Sublessee will be and will remain in full compliance with all applicable Governmental Requirements governing
the use and occupancy of the Subleased Premises, including, without limitation, the manufacturing, storage, treatment, disposal,
discharge, use, production and transportation of Waste, and any Waste regulated under any applicable Governmental Requirements.


 




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(c)          For
purposes hereof, “Governmental Requirements” shall mean all requirements under any federal, state or local statutes,
rules, regulations, ordinances, or other requirements of any duly constituted public authority having jurisdiction over the Building
(including, without limitation, the Subleased Premises) including, but not limited to, requirements under applicable local building,
zoning and fire codes and federal, state and local requirements and regulations governing accessibility by persons with physical
disabilities and any “Law” as defined in the Prime Lease.


 


8.           “AS-IS”
Condition. EXCEPT AS EXPRESSLY STATED IN THIS SUBLEASE, SUBLESSEE ACKNOWLEDGES THAT SUBLESSOR HAS NOT MADE ANY REPRESENTATION
OR WARRANTY WITH RESPECT TO THE CONDITION OF THE SUBLEASED PREMISES OR THE BUILDING OR WITH RESPECT TO THE SUITABILITY OR FITNESS
OF EITHER FOR THE CONDUCT OF SUBLESSEE'S PERMITTED USE OR FOR ANY OTHER PURPOSE, THAT SUBLESSOR HAS AFFORDED SUBLESSEE WITH FULL
AND COMPLETE OPPORTUNITY TO MAKE ITS OWN INDEPENDENT INVESTIGATION OF THE SUBLEASED PREMISES, INCLUDING, WITHOUT LIMITATION, INVESTIGATION
INTO THE CURRENT STATUS OF ANY LICENSES, PERMITS AND UTILITIES, AND THE AVAILABILITY AND COST THEREOF, AND THAT BY SUBLESSEE'S
EXECUTION OF THIS SUBLEASE, SUBLESSEE IS LEASING THE SUBLEASED PREMISES BASED SOLELY UPON SUCH INDEPENDENT INVESTIGATION IN “AS-IS”
CONDITION, WITH ALL FAULTS, WHETHER PATENT OR LATENT, AND WITHOUT ANY REPRESENTATIONS AND WARRANTIES FROM SUBLESSOR, AND WITHOUT
RELIANCE UPON ANY INFORMATION OR DATA PRODUCED BY SUBLESSOR.


 


9.           Alterations.


 


(a)          Sublessee
shall not make any alterations, additions or improvements to the Subleased Premises (“Alterations”) without the prior
written consent of Sublessor. Such consent may be granted or withheld in the reasonable discretion of Sublessor and may be granted
subject to any reasonable terms or conditions which Sublessor may impose. All Alterations shall be made at Sublessee's sole cost
and expense, in a good and workmanlike manner, in accordance with all applicable Governmental Requirements and in accordance with
the Prime Lease.


 


(b)          Upon
the expiration or sooner termination of the Sublease Term, all Alterations shall remain on the Subleased Premises and become the
property of Sublessor unless the Prime Landlord shall give written notice to Sublessor or Sublessee to remove the same at the time
consent to such Alteration was requested. When requesting Prime Landlord’s approval of any Alterations, Sublessee will specifically
request that Prime Landlord identify any Alterations that will not be required to be removed, and Sublessee agrees that any Alterations
not so identified will be required to be removed. Sublessee will remove any Alterations which the Prime Landlord requires be removed,
and will repair and restore in accordance with the Prime Lease any damage to the Subleased Premises caused by the installation
or removal of such Alterations. Should Sublessee fail to do so, Sublessor may do so, and the cost and expense thereof, together
with interest at the Overdue Interest Rate from the date such costs and expenses were incurred by Sublessor, shall be paid by Sublessee
to Sublessor as Additional Rent within ten (10) days after Sublessee’s receipt of a bill and supporting documentation setting
forth such costs and expenses. As used herein, the “Overdue Interest Rate” shall be the rate of interest referenced
in clause (b) of Section 3 (Rent) of the Original Prime Lease.


 




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10.         Mechanics
Liens; Other Encumbrances.


 


(a)          In
the event any liens of mechanics or materialmen attributable to Sublessee shall be filed against the Sublessee’s interest
under this Sublease as a result of any work performed by or on behalf of Sublessee, the Subleased Premises, the Prime Lease Premises,
the Building, the Property or the Project or any part thereof or interest therein, Sublessee, at its expense, shall discharge the
same by payment or bonding within ten (10) days after Sublessee has received notice of the filing of such lien.


 


(b)          If
Sublessee shall fail to cause such lien to be bonded against or to be discharged within such period, then, in addition to any other
right or remedy which Sublessor may have, Sublessor may, but shall not be obligated to, discharge the same either by paying the
amount claimed to be due or by procuring the discharge of such lien by deposit or by bonding. Any amount so paid by Sublessor and
all costs and expenses incurred by Sublessor in connection therewith, together with interest at the Overdue Interest Rate from
the respective dates of Sublessor's making of the payment and incurring of the cost and expense, shall constitute Additional Rent
payable by Sublessee under this Sublease and shall be paid by Sublessee to Sublessor on demand.


 


(c)          Nothing
set forth in this Sublease shall be deemed or construed as (A) a consent or request by Prime Landlord or Sublessor, expressed or
implied, by inference or otherwise, to any contractor, laborer or materialman for the performance of any labor or the furnishing
of any materials for any specific or general improvement, alteration or repair of or to the Subleased Premises, the Prime Lease
Premises, the Building, the Property or the Project or any part thereof; or (B) giving Sublessee or any other person, firm or corporation
any right to contract for or to perform any labor or furnish any services or materials that would permit or give rise to a lien
against the Subleased Premises, the Prime Lease Premises, the Building, the Property or the Project or any part thereof. Neither
this Sublease nor any other writing signed by Sublessor or Prime Landlord shall be construed as evidencing, indicating, or causing
an appearance that any erection, construction, alteration or repair to be done, or caused to be done, by Sublessee is or was for
the immediate use or benefit of Sublessor or Prime Landlord.


 


11.         Broker.
Sublessee represents and warrants that it has not dealt with any broker or agent in negotiating or obtaining this Sublease, other
than Cushman & Wakefield, who is acting as both Sublessor and Sublessee’s broker through different agents, and Sublessor
and Sublessee each agree to indemnify, defend and hold the other party harmless from any and all cost or liability for compensation
claimed by any such broker or agent, other than Cushman & Wakefield, employed or engaged by it or claiming to have been employed
or engaged by it. Sublessor agrees to pay the commission to Cushman & Wakefield pursuant to the terms and conditions of a separate
agreement.


 




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12.         No
Assignment or Sublease. Sublessee shall not assign, convey or encumber its interest in this Sublease or enter into any further
sublease of the Premises with any third party, or permit the occupancy or use of the Subleased Premises by any third party, without
the prior written consent of Sublessor, which may be withheld in Sublessor’s sole discretion. Any assignment, conveyance,
encumbrance or further sublease of the Subleased Premises to which Sublessor shall consent, shall nonetheless be subject to the
provisions of Prime Lease with respect to subleasing the Subleased Premises or assigning this Sublease during the Sublease Term.


 


13.         Insurance.
Sublessee shall maintain at Sublessee's sole cost and expense throughout the Sublease Term the insurance required under the Prime
Lease. On or before the Sublease Commencement Date, Sublessee shall deliver to Sublessor evidence of such coverage as required
under the Prime Lease, which shall also name Sublessor as an insured party. Sublessor shall forward the appropriate certificate(s)
to Prime Landlord. In addition, the waiver of subrogation provision in Section 10.4 of the Original Prime Lease shall apply to
the relationship between Sublessor and Sublessee and also between Prime Landlord and Sublessee and shall be binding upon and enforceable
by Prime Landlord, Sublessor and Sublessee.


 


14.         Indemnity.


 


(a)          Sublessee
shall defend with counsel reasonably acceptable to Sublessor, indemnify, save and hold harmless Sublessor and its agents, employees,
officers, directors, shareholders and partners, from and against all liabilities, obligations, damages, penalties, claims, causes
of action, costs, charges and expenses, including reasonable attorneys’ fees, court costs, administrative costs, and costs
of appeals that may be imposed upon or incurred by or asserted by reason of any of the following that shall occur during the Sublease
Term, including any period of time prior to the Sublease Commencement Date when Sublessee may have been given access to or possession
of all or any portion of the Subleased Premises: (a)  any work or act done in, on or about the Subleased Premises or the Building
or any part thereof at the direction of or caused by Sublessee, its agents, contractors, subcontractors, servants, employees, sub-sublessees
or any person at the Subleased Premises, the Building or the property at which the Building is situated by or at the request of
Sublessee, unless such work or act is done or performed by Sublessor or its agents, employees or contractors; (b) any act
or omission on the part of Sublessee or any of its agents, contractors subcontractors, servants, employees, sub-sublessees or any
person at the Subleased Premises, the Building or the property upon which the Building is situated by or at the request of Sublessee;
(c) any accident, injury or damage to any persons or property occurring in, on or about the Subleased Premises or any part
thereof, unless caused by the negligence or wrongful act or omission of Sublessor, its employees, agents or contractors; (d) any
breach of Sublessee’s obligations with respect to Hazardous Substances caused by Sublessee or any of its agents, contractors,
subcontractors, servants, employees, sub-sublessees or any person at the Subleased Premises, the Building or the property upon
which the Building is situated by or at the request of Sublessor; and (e) any breach or default in the performance by Sublessee
of its obligations hereunder. In addition, Sublessee hereby agrees to abide by and makes, for Prime Landlord and Sublessor’s
benefit, the waivers of claims and the covenants to indemnify, defend, protect and hold harmless the Landlord Parties and Sublessor,
all as provided in Section 10.1 of the Original Prime Lease.


 




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(b)          Sublessor
shall indemnify, protect, defend with counsel reasonably acceptable to Sublessee and hold harmless Sublessee from and against any
and all claims, liabilities, judgments, causes of action, damages, costs and expenses (including, without being limited to, reasonable
attorneys’ and experts’ fees and expenses), caused by or arising in connection with (a) a breach of Sublessor’s
covenants, representations and warranties under this Sublease, and (b) the negligence or willful misconduct of Sublessor.


 


15.         Provisions
Concerning Remedies.


 


(a)          No
expiration or termination of this Sublease, and no repossession of the Subleased Premises or any part thereof pursuant to this
Sublease or otherwise shall relieve Sublessee of its liabilities and obligations under this Sublease that were incurred prior to
the expiration or termination of this Sublease, or that are intended to survive such expiration, termination or repossession, and
Sublessor may, at its option, sue for and collect all Rent and other charges due hereunder at any time as and when such charges
accrue.


 


(b)          In
the event of breach or threatened breach by Sublessee of any provision of this Sublease, Sublessor shall have the right of injunction
and the right to invoke any remedy allowed at law or in equity in addition to other remedies provided for in this Sublease or the
Prime Lease.


 


(c)          Sublessee
hereby expressly waives any and all rights of redemption granted by or under any present or future law in the event this Sublease
is terminated, or in the event of Sublessor obtaining possession of the Subleased Premises, or in the event Sublessee is evicted
or dispossessed for any cause, by reason of violation by Sublessee of any of the provisions of this Sublease.


 


(d)          In
the event of any default by Sublessor under this Sublease, Sublessee shall have all remedies provided at law or in equity. In
addition, if Sublessor is the defaulting party and if such default materially and adversely affects Sublessee’s ability
to conduct its business in the Sublease Premises, then Sublessee shall have the right to cure such default on behalf of Sublessor
after the expiration of 15 days after written notice of such default is delivered (except in the case of an emergency) to Sublessor.
In such event, Sublessor shall reimburse Sublessee upon demand for any sums paid or costs incurred by Sublessee in curing such
default, including without limitation interest thereon at the Overdue Interest Rate from the respective dates of Sublessee’s
paying such sums or incurring such costs.


 


(e)          No
right or remedy conferred upon or reserved to Sublessor in this Sublease is intended to be exclusive of any other right or remedy
herein or by law provided, but each shall be cumulative and in addition to every other right or remedy given in this Sublease or
now or hereafter existing at law or in equity or by statute.


 


(f)          In
the event that Sublessor commences suit for the repossession of the Subleased Premises, for the recovery of Rent or any other amount
due under the provisions of this Sublease, or because of the breach of any other covenant of Sublessee in this Sublease, Sublessee
shall pay Sublessor all expenses incurred in connection therewith, including reasonable attorneys' fees and litigation expenses.


 




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(g)          No
waiver by Sublessor of any breach by Sublessee of any obligations, agreements or covenants in this Sublease shall be a waiver of
any subsequent breach or of any obligation, agreement or covenant, nor shall any forbearance by Sublessor to seek a remedy for
any breach by Sublessee be a waiver of any rights and remedies with respect to such or any subsequent breach.


 


(h)          If
Sublessee shall fail, at any time, to perform any its obligations under this Sublease other than those obligations provided in
Sections 10(a), 12, 13, 14 and 18, then Sublessor shall give Sublessee written notice of the failure, and Sublessee shall have
five (5) business days after receipt of the notice to cure the failure. If, to the extent applicable, Sublessee has not cured the
failure after the giving of notice and the expiration of the cure period, or immediately upon any failure to perform if notice
and cure terms are not applicable, Sublessor shall have the right, but shall not be obligated to, and without waiving or releasing
the Sublessee from any its obligations under this Sublease, perform such obligation, and in exercising any such rights, pay necessary
and incidental reasonable costs and expenses in connection therewith. All expenditures made by Sublessor under this Subsection
shall be an additional part of the rent reserved under this Sublease and payable on demand. If Sublessee fails to fully reimburse
Sublessor on demand, the unpaid amount shall bear interest at the Overdue Interest Rate computed from the date Sublessor makes
the expenditure until the same is paid in full.


 


16.         Notices.
All notices, demands, requests, consents and other communications required or relating to this Sublease shall be effective only
if in writing, and shall be sent by a nationally recognized overnight courier or mailed United States registered or certified mail,
return receipt requested, postage prepaid, to the other respective party at its address set forth below, or at such other address
as such other party shall designate by notice. Any courier service written confirmation or official U.S. Postal Service delivery
receipt shall constitute conclusive proof of such delivery.


 


	Sublessor:	 	Teradata Operations, Inc.
	 	 	10000 Innovation Drive
	 	 	Miamisburg, OH 45342
	 	 	Attention: Corporate Real Estate
	 	 	 
	 	With a copy to:
	 	 	 
	 	 	Teradata Operations, Inc.
	 	 	10000 Innovation Drive
	 	 	Miamisburg, OH 45342
	 	 	Attention: Legal Department
	 	 	 
	Sublessee:	 	Lion Biotechnologies, Inc.
	 	 	999 Skyway Road, Suite 150
	 	 	San Carlos, California 94070
	 	 	Attention:  Legal Department


 




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17.         Miscellaneous
Provisions:


 


(a)          Integration.
This Sublease and the documents referred to herein set forth all the promises, agreements, conditions and understandings between
Sublessor and Sublessee relative to the sublease of the Subleased Premises, and there are no promises, agreements, conditions or
understandings, either oral or written, between them or other than as are herein set forth. No subsequent alteration, amendment,
supplement, change or addition to this Sublease shall be binding upon Sublessor or Sublessee unless reduced to writing and signed
by them.


 


(b)          Time
of the Essence. Time wherever specified herein for satisfaction of conditions or performance of obligations by Sublessor or
Sublessee is of the essence of this Sublease.


 


(c)          No
Partnership. The parties do not intend to create hereby any partnership or joint venture between themselves with respect to
the Subleased Premises or any other matter.


 


(d)          Severability.
Any provision of this Sublease that shall be prohibited or unenforceable in any jurisdiction or with respect to any person shall,
as to such jurisdiction or person, be ineffective only to the extent of such prohibition or unenforceability, without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability shall not invalidate or render unenforceable such
provision in any other jurisdiction or, as the case may be, with respect to any other person. To the extent permitted by applicable
law, the parties hereto hereby waive any law that renders any provision hereof prohibited or unenforceable in any respect.


 


(e)          Authority.
Sublessee and the persons executing this Sublease on behalf of Sublessee represent and warrant that the individuals executing this
Sublease on Sublessee's behalf are duly authorized to execute and deliver this Sublease on its behalf, that this Sublease is binding
upon Sublessee in accordance with its terms, and that the approval of no other parties is required. Sublessor and the persons executing
this Sublease on behalf of Sublessor represent and warrant that the individuals executing this Sublease on Sublessor's behalf are
duly authorized to execute and deliver this Sublease on its behalf, that this Sublease is binding upon Sublessor in accordance
with its terms, and that the approval of no other parties is required.


 


(f)          Governing
Law. This Sublease and all issues arising hereunder shall be governed by the laws of the State of California.


 


(g)          Counterparts.
This Sublease may be executed by the parties hereto in separate counterparts, all of which, when delivered, shall together constitute
one and the same instrument.


 




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(h)          Headings;
Pronouns. The headings of the sections of this Sublease are for convenience only and have no meaning with respect to this Sublease
or the rights or obligations of the parties hereto. Unless the context clearly indicates a contrary intent or unless otherwise
specifically provided herein: “person,” as used herein, includes an individual, corporation, partnership, limited liability
company, trust, unincorporated association, government, governmental authority, or other entity; “Subleased Premises”
includes each portion of the Subleased Premises and each estate or interest therein; “hereof,” “herein,”
and “hereunder” and other words of similar import refer to this Sublease as a whole; “Sublease” includes
these presents as supplemented or amended from time to time by written instruments(s) entered into by Sublessee or Sublessor; “Sublessor”
includes Sublessor’s successors and assigns; “Sublessee” includes Sublessee’s successors and assigns; and
“parties” means Sublessor and Sublessee. Whenever the context may require, any pronoun used herein shall include the
corresponding masculine, feminine or neuter forms, and the singular form of pronouns or nouns shall include the plural and vice
versa.


 


(i)          Binding
Effect; Successors and Assigns. Only to the extent such assignment is permitted hereunder, the terms and provisions of this
Sublease, and the respective rights and obligations hereunder of the parties hereto, including, without limitation, all indemnity
obligations, shall be binding upon, and inure to the benefit of, the parties’ respective successors and assigns.


 


(j)          Waiver
of Trial by Jury. IT IS MUTUALLY AGREED BY AND BETWEEN SUBLESSOR AND SUBLESSEE THAT THE RESPECTIVE PARTIES HERETO SHALL AND
THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN ANY
MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS SUBLEASE, THE RELATIONSHIP OF SUBLESSOR AND SUBLESSEE, SUBLESSEE’S
USE OR OCCUPANCY OF THE SUBLEASED PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE, AND ANY EMERGENCY STATUTORY OR ANY OTHER STATUTORY
REMEDY.


 


(k)          Consent.
If Sublessee desires to obtain the consent of the Prime Landlord in any instance where, pursuant to the Prime Lease, the consent
of the Prime Landlord is required, Sublessor agrees to cooperate with Sublessee at Sublessee’s expense and to use commercially
reasonable efforts to obtain the Prime Landlord’s consent.


 


(l)           Short
Form Lease. Sublessee shall be prohibited from filing and/or recording this Lease or any short form or memorandum thereof.
Any such action taken by Sublessee shall constitute an immediate default by Sublessee hereunder without any right to cure.


 


18.         Surrender.
At the expiration or earlier termination of the Sublease Term, Sublessee shall promptly surrender possession of the Subleased Premises
and all Alterations (subject to Section 9 of this Sublease), in the condition required by the Prime Lease. Sublessee shall remove
all personal property from the Subleased Premises at the expiration or earlier termination of the Sublease Term. Any personal property
which shall remain in the Subleased Premises after the expiration or earlier termination of the Sublease Term shall be deemed to
have been abandoned and either may be retained by Sublessor as Sublessor's property or may be disposed of in such manner as Sublessor
may see fit without liability to Sublessee. Any costs of removing and disposing of the personal property incurred by Sublessor,
together with interest at the Overdue Interest Rate from the date such costs and expenses are incurred, shall be paid by Sublessee
to Sublessor as additional rent within ten (10) days after Sublessee’s receipt of a bill and supporting documentation setting
forth such costs and expenses. If such personal property is sold by Sublessor, Sublessor may receive and retain the proceeds of
such sale as Sublessor's property. Sublessor acknowledges, however, that notwithstanding the incorporation of the surrender obligations
contained in the Prime Lease, Sublessee shall have no obligation to remove any alterations made to the Subleased Premises by Sublessor
prior to the Sublease Commencement Date.


 




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19.         Holdover.
If Sublessee holds over after the expiration or earlier termination of the Sublease Term, Sublessee shall become a Sublessee at
sufferance only, at a Basic Rent equal to one hundred fifty percent (150%) of the Basic Rent in effect under the Prime Lease with
respect to the Prime Lease Premises. The foregoing provisions of this Paragraph 19 are in addition to and do not affect Sublessor's
right of reentry or any rights of Sublessor under the Sublease or as otherwise provided by law. If Sublessee fails to surrender
the Subleased Premises upon the expiration of this Sublease despite demand to do so by Sublessor, Sublessee shall indemnify, defend
and hold harmless Sublessor from all liabilities, claims, actions, causes of action, losses, injuries, costs and expenses, including
without limitation any claim made by Prime Landlord (or any succeeding tenant) founded on or resulting from such failure to surrender,
and all attorneys' fees and costs incurred by Sublessor in connection therewith.


 


20.         Waiver
of Statutory Provisions. Sublessee hereby agrees to and makes the waivers provided in Section 25.8 of the Original Prime Lease
for the benefit of Prime Landlord and Sublessor.


 


21.         Sublessor’s
Representations, Warranties and Agreements. To induce Sublessee to enter into this Sublease, Sublessor represents and warrants
to Sublessee that: (i) Exhibit “A” hereto constitutes a true, correct and complete copy of the Prime Lease; (ii) the
Prime Lease comprises the entire understanding and agreement of Prime Landlord and Sublessor with respect to the Subleased Premises
and remains in full force and effect as of the date of this Sublease; (iii) the term of the Prime Lease expires on October 31,
2018; (iv) Sublessor has paid any and all sums owed to Prime Landlord under the Prime Lease as of the date of this Sublease; (v)
to Sublessor’s actual knowledge, neither Prime Landlord nor Sublessor is in default under the Prime Lease, and there exists
no state of facts and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute
a default by either Prime Landlord or Sublessor under the Prime Lease; (vi) Sublessor has no actual knowledge of any environmental
condition that affects the use or operation of the Sublease Premises in any way. Other than the foregoing representations and warranties
concerning the Sublease Premises, Sublessee hereby acknowledges that Sublessee is accepting the Sublease Premises in its “as
is” condition, without any representations and warranties by Sublessor.


 


22.         Effectiveness
of Sublease. Any other provision of this Sublease to the contrary notwithstanding, this Sublease shall not become effective
unless and until the Prime Landlord consents to this Sublease and executes the consent (the “Prime Landlord Consent”),
attached hereto and made a part hereof and an original of the same is given to Sublessee and Sublessor. Sublessor and Sublessee
shall use commercially reasonable efforts to obtain the Lessor’s signature as to the Prime Landlord Consent as expeditiously
as possible, but shall not be obligated to incur any expense in connection therewith. Unless the foregoing conditions are satisfied
on or before April 30, 2017, Sublessor and/or Sublessee may at any time thereafter (but before Sublessor notifies Sublessee that
the foregoing conditions have been satisfied) terminate this Sublease by written notice to the other. In such a case of termination,
upon Sublessor's return to Sublessee of the price for the Personal Property (set forth in Paragraph 6 above), this Sublease
shall be immediately null and void and of no further force or effect.


 




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Sublessor and Sublessee
have caused this Sublease to be duly executed as of the day and year first above written.


 


	 	SUBLESSOR:


 


	 	TERADATA US, INC.,
	 	a Delaware corporation 


 


	 	By:	/s/ ALEX ENTREKIN
	 	Name:	Alex Entrekin
	 	Title:	VP Operations


 


	 	SUBLESSEE:


 


	 	LION BIOTECHNOLOGIES, INC.
	 	a Nevada corporation


 


	 	By:	/s/ MARIA FARDIS
	 	Name:	Maria Fardis
	 	Title:	Chief Executive Officer


 




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EXHIBIT “A”


 


PRIME LEASE


 


[to be attached]


 




     


     


    

 


EXHIBIT “B”


 


PLAN OF SUBLEASED PREMISES


 


[to be attached]


 




     


     


    

 


EXHIBIT “C”


 


LIST OF PERSONAL PROPERTY


 


[to be attached]