Exhibit




Exhibit 10.1


 SUBLEASE AGREEMENT


This Sublease  Agreement  (this "Sublease")   is entered  into as of July 8, 2015 (the "Effective  Date"),  by and among  SKINMEDICA,   INC., a Delaware  corporation ("Sublandlord"),   and SEASPINE  ORTHOPEDICS   CORPORATION,   a  Delaware  corporation ("Subtenant"),   with reference  to the following  facts:


RECITALS


A.         Sublandlord,  as Tenant,  and SNH Carlsbad  LP (as successor-in-interest   to LBA RN -Company  XXI,  LLC, a Delaware  limited  liability  company)  ("Landlord"),   as Landlord,  are the parties  to that certain  Lease dated as of April  3, 2012 (the "Lease").


B.       The Lease covers certain  premises  including  the building  comprising approximately   81,712 square feet of rentable  square  feet and related  improvements   located  at 5770 Armada  Drive,  Carlsbad,  California,  all as more particularly  described  in the Lease (the "Premises")  .


C.         Sublandlord  wishes  to sublease  to Subtenant,  and Subtenant  wishes to sublease from Sublandlord,  the Premises.


AGREEMENT


THEREFORE, for valuable  consideration,   the receipt  and sufficiency  of which is hereby acknowledged,   Sub landlord  and Subtenant  agree as follows:


1.        GRANT; SUBLEASE SUBJECT TO LEASE.


(a)        Sublandlord  hereby  subleases  the Premises  to Subtenant,  and Subtenant  hereby subleases  the Premises  from Sublandlord,   according  to the terms  and conditions  of this Sublease. Subject  to any limitations  set forth in the Lease, the Premises will be used for general office and other  related  uses permitted  under  the project zoning.  Except  as otherwise  expressly  stated herein  to the contrary,  this Sublease  and the real property  interest  created by this Sublease  are subject  and subordinate  to all the terms  and conditions  of the Lease.   Terms  defined in the Lease will have the same meaning  when used herein  unless  such terms  are specifically  defined herein. In the event of a conflict  between  the Lease  and this Sublease  with respect  to the rights and obligations  of Sub landlord  and Subtenant  vis-a-vis each other, the terms of this Sublease  shall prevail.   Notwithstanding   anything  to the contrary  herein, the effectiveness   of this Sublease  is expressly  conditioned  upon the written  consent  of Landlord  hereto,  which consent  shall (among other items)  expressly  confirm  that (i) the maximum  deductible  amount  for insurance  pursuant  to Article  14 of the Lease is $100,000,  and not $50,000  and (ii) LBA Realty  LLC is no longer required  to be named  as an additional  insured  on such insurance  policies.   Subtenant  shall provide  Landlord  with access to speak to a financial  officer of Subtenant  upon request  and shall otherwise  provide  such information  as Landlord  shall reasonably  request,  including,  without limitation,  the information  required  by Section  20.02 of the Lease.   Sublandlord  and Subtenant shall also execute  the Landlord's   consent  form, if required  by Landlord  and if in  a reasonable form.   Sublandlord   shall diligently  proceed  to attempt  to obtain  the written  consent  of Landlord to this Sublease  and shall pay the non-refundable   administrative   fee pursuant  to Section 20.03 of  the Lease, but neither Sublandlord  nor Subtenant  shall be required  to pay any additional  amounts associated  with obtaining  such consent.   If Sublandlord    fails to obtain  Landlord's   consent  on or before  August  31, 2015, then either  Sublandlord  or Subtenant  may terminate  this Sublease by giving written  notice of such 







election  to the other party prior to the obtaining  of such consent  by Sublandlord  from Landlord,  and Sublandord  shall return to Subtenant  any Base Rent paid hereunder.


(b)        All of the terms  and conditions  of the Lease  {including, without  limitation,  to the extent  applicable  to the Sublease  Term (as defined  below),  all of the obligations  of Sub landlord to reimburse  Landlord  for any costs incurred  by Landlord  in accordance  with the terms  of the Lease),  modified  as provided  below,  in Section 4 or elsewhere  in this Sublease,  are hereby incorporated   into this Sublease  to the same extent as if Subtenant  were named  the "Tenant"  and Sublandlord  were named  the "Landlord"   under the Lease.   For the purposes  of incorporation,   the terms  of the Lease are subject  to the following  additional  modifications   (to the extent that such modifications   allocate responsibilities   between  Sublandlord  and Subtenant);


(c)        In all provisions  of the Lease requiring  the approval  or consent  of Landlord  (in its capacity  as Landlord  under the Lease),  Subtenant  shall be required  to obtain  the approval  or consent  of both Sublandlord  and Landlord,  which  consent  by both Landlord  and Sublandlord shall be subject  to the qualifications   contained  in the Lease unless otherwise  provided  herein;


(d)        In all provisions  of the Lease requiring  Sublandlord  (in its capacity  as Tenant under  the Lease) to submit,  exhibit  to, supply or provide  Landlord  (in its capacity  as Landlord under the Lease)  with evidence,  certificates,  or any other matter  or thing,  Subtenant  shall be required  to submit,  exhibit to, supply  or provide,  as the case may be, the same to both Landlord and Sublandlord;


(e)        In all provisions  of the   Lease which obligate  Landlord  to deliver notices, statements,  invoices  or other information  to Sublandlord  (in its capacity  as Tenant under the Lease),  Sublandlord  shall forward  such information,  promptly  after receipt  thereof  from Landlord,  to Subtenant  if and to the extent  applicable  to the Subtenant  or this Sublease;  and


(t)         Notwithstanding   anything  contained  in the Lease to the contrary,  (i) Sublandlord shall not be required  to take any actions,  nor shall Sublandlord  assume  any obligation  or liability (including,  without  limitation,  the maintenance  of any insurance),  which  the Lease contemplates will be taken or assumed  by Landlord  and (ii) neither  this Sublease  nor a memorandum   hereof shall be recorded.


(g)        It is the intent of the parties  hereto that Sublandlord  receive  all of the benefits  of the Lease which  accrue to Landlord  (including,  without  limitation,  all obligations  to indemnify Landlord  as set forth in the Lease),  but that Sublandlord  is not assuming  any of the obligations  of Landlord  pursuant  to the Lease,  except  as otherwise  expressly  set forth herein.   Without  limiting the foregoing,  any benefits  of the Lease which accrue to Landlord,  but which  have exceptions due to Landlord's   negligence,  gross negligence,  willful misconduct  or other acts of Landlord, shall continue  to accrue to Sublandlord  notwithstanding such exceptions.


2.        TERM.


The term of this Sublease (the "Sublease Term") shall commence on the earlier to occur of the commencement of business operations by Tenant within the Premises or October 1, 2015 (such earlier date being the "Commencement Date"), and continue through April 28, 2027 (the "Sublease Expiration Date"), unless sooner terminated in accordance with any of the provisions hereof. After (a) full execution and delivery of this Sublease, (b) the obtaining of all consents required from the Landlord, (c) Subtenant having made payment to Sublandlord of the first month's Minimum Rent and the first month's estimated Operating Expenses in the amount of Forty-Three Thousand Three Hundred Seven and 361100Dollars ($43,307.36) (as required by Section 4 below), and (d) Subtenant's providing proof of all of the insurance coverages required pursuant to 







Section 6 below, Subtenant shall be entitled to enter upon the Premises on or after August 1, 2015 solely for the purpose of completing Tenant's improvements therein and for fixturizing the space. Any such early occupancy shall be subject to all of the terms of this Sublease and all of the terms of the Lease. Notwithstanding the foregoing, Tenant shall not be obligated to pay Minimum Rent or Operating Expenses during the period of any such early occupancy, except that Tenant shall be required to pay utility charges and other expenses which are based upon actual usage of the Premises and which would not have been incurred (or which would have been incurred at a lower amount) without such early occupancy. Tenant shall commence paying Minimum Rent and Operating Expenses commencing on the Commencement Date.


3.         CONDITION OF PREMISES.


All HVAC, mechanical and electrical systems serving the Premises shall be in good working order at the time of delivery of the Premises to Subtenant (including delivery for early occupancy pursuant to Section 2 above); provided that such warranty shall not apply to any repair required due to the misuse thereof by Subtenant or other actions of Subtenant. Except as expressly provided above, the Premises shall be delivered in its current "as-is" condition and configuration, with no representations or warranties of any kind. By entering into this Sublease, Sublandlord shall be deemed to have conveyed to Subtenant, and Subtenant shall be deemed to have accepted, all of Sublandlord's title to, all furniture, fixtures and equipment located on the Premises; provided that (a) such conveyance shall expressly exclude (and Sublandlord shall remain the owner of) the telecommunications equipment and information technology located on the Premises and owned by Sublandlord immediately prior to the entering into of this Sublease (which is used to maintain the connectivity with the firellife safety systems) and (b) such conveyance shall be on an "as-is" basis with no representations or warranties. The furniture, fixtures and equipment that will remain are comprised of the physical racks and the data ports which populate the racks, as well as the cables to the offices/cubes/and other areas from the data ports.  Upon the expiration of the term of this Sublease or the earlier termination hereof, Subtenant shall remove all such furniture, fixtures and equipment and repair any damage resulting from such removal.


4.         MINIMUM  RENT.


Notwithstanding anything to the contrary in the Lease or in this Sublease, commencing on the Commencement Date and continuing throughout the Sublease Term, Subtenant shall pay to Sublandlord,  without  offset, abatement,  counterclaim  or deduction,  monthly  base rent (the "Minimum  Rent").   Commencing  as of the Commencement   Date, Minimum  Rent shall be in the amount of Eighty-Five  Thousand  Seven Hundred  Ninety-Seven   and 60/100 Dollars ($85,797.60) per month.  Effective on each one (1) year anniversary of the Commencement Date (or the first day of the next succeeding month if the Commencement Date does not occur as of the first day of a month), the Minimum Rent shall be increased to the product obtained by multiplying the Minimum Rent then in effect by one hundred three percent (103%). Notwithstanding the foregoing, provided Subtenant is not in default under this Sublease beyond any applicable cure period, Sublandlord agrees to abate Subtenant's obligation to pay Minimum Rent during months two (2), four (4), six (6), twelve (12), twenty-four (24), thirty-six (36), forty-eight (48), sixty (60), seventy-two (72), eighty-four (84) and ninety-six (96) of the Sublease Term. During such abatement period, Subtenant will still be responsible for the payment of Operating Expenses and all other monetary obligations under this Sublease. Subtenant acknowledges that any default by Subtenant under this Sublease will cause Sublandlord to incur costs not contemplated hereunder, the exact amount of such costs being extremely difficult and impracticable to ascertain, therefor, should Subtenant at any time during the Sublease Term be in default beyond any applicable cure period, then the total sum of such abated rent so conditionally excused shall become immediately due and payable by Subtenant to Sublandlord; provided, however, Subtenant acknowledges and agrees that nothing in this paragraph is intended to limit any other remedies available to Sublandlord at law or in equity under applicable law (including, without limitation, the remedies under Civil Code Section 1951.2 and/or 1951.4 and any successor statutes or similar laws), in the event Subtenant defaults under this Sublease beyond any applicable cure period.


The Minimum Rent shall be due and payable on the first day of each month during the Sublease Term, in advance and without notice or demand; provided that if the Commencement Date is not the first day of a calendar month, then (a) the Minimum Rent for the month in which the Commencement Date occurs shall be 







prorated based upon a thirty (30) day month and the number of days in such month from and after the Commencement Date (and shall be paid by Subtenant on or before the Commencement Date) and (b) such partial month shall be deemed to be the first month of the Sublease Term for all purposes of this Sublease. All amounts due Sublandlord hereunder, including, without limitation, Minimum Rent, shall be paid to Sublandlord at 2525 Dupont Drive MN-IA, Irvine, California  92612, Attention:  Tim Stoaks, Sr. Manager Construction/Facilities & Real Estate, Corporate Engineering or at any other address provided to Subtenant in writing pursuant to this Sublease. Notwithstanding the foregoing, the Minimum Rent for the first full calendar month of this Sublease in the amount of Eighty-Five Thousand Seven Hundred Ninety-Seven and 60/100 Dollars ($85,797.60), plus the first full calendar month's estimated Operating Expenses in the amount of Forty-Three Thousand Three Hundred Seven and 36/100 Dollars ($43,307.36), shall be due and payable and delivered to Sublandlord on the Effective Date.


If Subtenant fails to pay any sum due to Sublandlord under this Lease within ten (10) days of its due date, Subtenant shall pay to Sublandlord, as additional rental, a late charge equal to five percent (5%) of the overdue amount.  In addition, any sum due from Subtenant which is not paid within ten (10) days of its due date shall bear interest at the lesser of (a) four percent (4%) plus the prime rate reported in the Wall Street Journal as closest prior to the date when due or (b) the highest rate then allowed under usury laws of the State of California, in either event from the date due until paid.


5.         SECURITY DEPOSIT.


Subtenant covenants to deliver to Sublandlord, within five (5) days of the filing of such reports with any agency, full and complete copies of Subtenant's quarterly financial statements (including, without limitation, any 10K and/or 10Q reports).  If such reports are no longer filed for any reason, or if any such report does not clearly disclose that Subtenant's cash balance is equal to or greater than Ten Million Dollars ($10,000,000), then Subtenant shall, concurrently with the delivery to Sublandlord of the applicable report (or within five (5) days after the date such report would have otherwise been required to be filed if such report was still required to be filed), deposit with Sublandlord, by wire transfer of immediately available funds, a security deposit in the amount of Five Hundred Thousand Dollars ($500,000) (the "Security Deposit"). The Security Deposit shall be held by Sublandlord as security for the faithful performance by Subtenant of all of the terms, covenants, and conditions of this Sublease to be kept and performed by Subtenant during the Sublease Term.  If Subtenant defaults with respect to any provision of this Sublease including, but not limited to, any provision relating to the payment of money, Sublandlord may (but shall not be required to) use, retain and apply all or any part of the Security Deposit for the payment of any rent or any other sum in default, or for the payment of any amount which Sublandlord may spend or become obligated to spend by reason of Subtenant's default, or to compensate Sublandlord for any other loss or damage which Sublandlord may suffer as a result of Subtenant's default.  If any portion of the Security Deposit is so used or applied, Subtenant shall, within five (5) days after written demand thereof, deposit with Sublandlord by wire transfer of immediately available funds an amount sufficient to restore the Security Deposit to its original amount, and Subtenant's failure to do so shall constitute a material default under this Sublease without any notice or cure period.  Sublandlord shall not be required to keep the Security Deposit separate from its general funds, and Subtenant shall not be entitled to interest on the Security Deposit. Any unused portion of the Security Deposit shall be returned to Subtenant within thirty (30) days following the expiration of the Sublease Term or vacation of the Premises by Subtenant, whichever event occurs last.  Subtenant acknowledges and agrees that in the event Subtenant shall file a voluntary petition pursuant to the Bankruptcy Code or any successor thereto, or if an involuntary petition is filed against Subtenant pursuant to the Bankruptcy Code or any successor thereto, then Sublandlord may apply the Security Deposit towards those obligations of Subtenant to Sublandlord which accrued prior to the filing of such petition.









6.        INSURANCE.


Subtenant agrees to obtain and maintain throughout the Sublease Term insurance meeting the requirements of Article 14 of the Lease (with a deductible not to exceed $100,000); provided that such insurance shall be primary (and any insurance carried by Sublandlord or Landlord shall be excess and non-contributory).  Subtenant shall name Landlord and Sublandlord as additional insureds under its insurance policies, shall cause the waiver of subrogation to apply to each of Landlord, any other entity designated by Landlord and Sublandlord, and shall provide certificates evidencing the required insurance to Sublandlord and Landlord prior to and as a condition of occupancy of the Premises.  All other provisions of Article 14 of the Lease which are for the benefit of Landlord shall also be for the benefit of Sublandlord. Notwithstanding anything contained herein to the contrary, Sublandlord shall not be required to carry any insurance (including,  without  limitation,  pursuant  to Article  15 of the Lease),  and all of such obligations shall remain  solely with Landlord.


7.          THE  LEASE.


(a)        Subtenant  covenants  and agrees that all obligations  of Sublandlord  under the Lease  commencing  on the date possession  is first delivered  to Subtenant  (except  that the obligation  to pay Minimum  Rent and Operating  Expenses  shall be governed  by Sections 2 and 4 above)  and continuing  throughout  the Sublease  Term  shall be done or performed  by Subtenant with respect  to the Premises,  except  as otherwise  provided  by this Sublease,  and Subtenant's obligations  shall run to Sublandord  or Landlord  as Sublandord  may determine  to be appropriate or as may be required  by the respective  interests  of Sublandord  and Landlord.   Notwithstanding the foregoing,  but without  limiting  the provisions  of Section  1 above or the provisions  of Sections  7(b) through  (e) below,  (i) the Term  shall be as provided  in this Sublease  and the Sublease  Expiration  Date shall be April 28, 2027 (and the foregoing  shall supersede  the provisions  of Sections  1.6, 1.7 and 4.1 to the contrary),  (ii) the Minimum Rent shall be as provided in this Sublease (and the foregoing shall supersede the provisions of Section 1.8 and any other provisions of the Lease relating to Monthly Base Rent), (iii) the provisions of Sections 1.10, 1.13, 1.16 and 1.17 (and all references to the Buffini Sublease, the Existing Subtenants and the Existing Subleases) shall not apply to this Sublease, (iv) Sublandlord shall not be required to indemnify Subtenant pursuant to any provision of the Lease, including, without limitation, the provisions of Section 16.3 of the Lease, but Sublandlord shall, at Subtenant's request and at no cost or liability to Sublandlord, cooperate with Subtenant in obtaining the benefit of any indemnity provided by Landlord for the benefit of Sublandlord pursuant to the Lease, (v) Sublandlord shall have no obligation to make any repairs to the Premises which are the obligation of Landlord, including, without limitation, pursuant to Article 17 or 18 of the Sublease, but Sublandlord shall, at Subtenant's request and at no cost or liability to Sublandlord, cooperate with Subtenant in obtaining the benefit of any repair obligations provided by Landlord for the benefit of Sublandlord pursuant to the Lease, (vi) Sublandlord expressly reserves all rights of the Tenant under the Lease to terminate the Lease (as set forth therein), (vii) the provisions of Section 9 below shall apply with respect to any brokers' fee payable pursuant to this Sublease, (viii) all references in the Lease to Tenant Improvements, Tenant Improvement Work or the Work Letter (including all of Exhibit C to the Lease) are hereby deleted in their entirety, and (ix) none of the Riders to the Lease shall be deemed to have been assigned to Subtenant, and Subtenant shall have no rights under any of such Riders.


(b)        Except as otherwise provided in this Sublease, Sublandlord agrees that Subtenant shall be entitled to receive all utilities, services and repairs to be provided by Landlord to Sublandlord under the Lease with respect to the Premises (including, without limitation, pursuant to Article 7 of the Lease), and that Subtenant shall be entitled to all signage rights and parking rights that Sublandlord has under the Lease with respect to the Premises.  Subtenant shall look solely to Landlord for all such utilities, services and repairs, and with respect to all such signage and parking rights, and shall not, under any circumstances, seek nor require Sublandlord to perform or provide any of such utilities, services or repairs, nor such signage or parking rights, nor shall Subtenant make any claim upon Sublandlord for any damages which may arise by reason of 







Landlord's default under the Lease. Any condition resulting from a default by Landlord shall not constitute an eviction, actual or constructive, of Subtenant unless the same constitutes  an eviction of Sublandlord  under the Lease and no such default  shall excuse Subtenant  from the performance  or observance  of any of its obligations  to be performed  or observed  under  this Sublease,  or entitle  Subtenant  to receive  any reduction  in or abatement  of the rent provided   for in this Sublease,  provided  that Subtenant  will receive  the same proportionate reduction  and/or  abatement  of the rent (based upon the total rent payable  by Sublandlord  under the Lease)  as is actually provided  to Sublandlord  under the Lease.   In furtherance  of the foregoing,   Subtenant  does hereby  waive  any cause of action  and any right to bring any action against  Sublandlord  by reason  of any act or omission  of Landlord  under the Lease. Notwithstanding   the foregoing,  in the event of any default  or failure  of performance  by Landlord, Sublandlord  agrees, upon notice  from Subtenant,  to make  demand  upon Landlord  to perform  its obligations  under the Lease and, provided  that Subtenant  specifically  agrees to pay in advance  all reasonable  costs of Sublandlord,  to take appropriate  legal action  to enforce the Lease with attorneys  selected  by Subtenant.   Subtenant  shall indemnify,  defend  and hold Sublandlord harmless  from all claims,  costs, demands,  liabilities  and expenses  incurred  in connection  with the bringing  of any such legal action.


(c)        In the event Subtenant  shall be in default of any covenant  of, or shall fail to honor any obligation  under, this Sublease,  Sublandlord  shall have  available  to it against  Subtenant  all of the remedies  available  to Landlord  under the Lease in the event of a similar default on the part of Sublandlord  thereunder.


(d)        Sublandlord  shall have no obligation  to Subtenant  to restore  or reconstruct  any portion  of the Premises  after any destruction and/or taking by eminent  domain,  it being understood  that such restoration  and reconstruction   obligations  shall be held solely by the Landlord  as stated in the Lease.


(e)        Sublandlord  shall have no obligation  to Subtenant  to repair any portion  of the Premises,  it being understood  that such repair obligations  shall be held solely by the Landlord  as stated in the Lease.


8.         TENANT   IMPROVEMENTS.


Subtenant  acknowledges   that, without  limiting  any other restrictions  or conditions  set forth in the Lease,  any improvements   or alterations  that Subtenant  desires  to make to the Premises  shall be subject  to the prior  written approval  of Sub landlord  (including,  without  limitation,  approval  of the plans  and specifications  for such improvements   or alterations).    In addition,  Sublandlord  and Landlord  may require  removal  and restoration  of any improvements   or alterations  at the end of the Sublease  Term  (provided  that, as a condition  to Sublandlord  requiring  removal  and restoration  of any improvements   or alterations  requiring  Sublandlord's   consent,  Sublandlord shall notify  Subtenant  of the requirement   of such removal  and/or restoration  of any such improvements   or alterations  at the time of approving  the improvements   or alterations),  and Subtenant  shall timely perform  any removal  and/ or restoration  as required  by Sublandlord  and/or Landlord.   As a condition  to approving  any improvement  or alteration  that requires  removal and/or restoration,   Sublandlord  may require  that Subtenant  deliver  to Sublandlord  a letter of credit (a) in an amount  equal to the estimated  future cost of any required  removal  and/or restoration  of any such improvement   or alteration,  (b) from  a financial  institution  approved  by Sublandlord,  and (c) in form and substance  approved by Sublandlord.


9.        BROKERS.


Sublandlord will be responsible for the payment of all brokerage commissions due to CBRE, Inc. (broker for Sublandlord) and CBRE, Inc. shall pay a portion of such brokerage commission to E: Align, Inc. (broker for Subtenant) for the transaction set forth in this Sublease. Each of  Subtenant and Sublandlord warrants that it has had no dealings with any other real estate broker  or agent in connection with the negotiation of this Sublease, and Subtenant and Sublandlord each agree to indemnify and hold each other harmless from any cost, expense or 







liability, including reasonable attorney's fees, for any compensation, commissions or charges claimed by any other real estate broker or agent employed or claiming to represent or to have been employed by Subtenant or Sublandlord, respectively, in connection with the negotiation of this Sublease. Notwithstanding anything to the contrary contained in this Sublease, Section 31.1 of the Lease is not incorporated herein by reference and neither Sublandlord nor Subtenant shall be obligated to comply with the provisions thereof vis-a-vis each other.


10.      NOTICES.


All notices required or permitted by this Sublease shall be in writing and may be delivered in person (by hand delivery or professional messenger service) to either party or may be sent by registered or certified mail, with postage prepaid, return receipt requested or delivered by Express Mail of the U.S. Postal Service or Federal Express or any other reputable courier service guaranteeing overnight delivery, charges prepaid, and addressed as set forth to the parties at the following addresses: 
	
		
	If to Sublandlord:    
	SkinMedica, Inc.

	 
	c/o Allergan USA Inc.
2525 Dupont Drive, MN-1A Irvine, California 92612
Attention: Tim Stoaks, Sr. Manager, Construction/Facilities & Real Estate, Corporate Engineering






	
		
	With copies to:
	Allergan plc

	 
	c/o Actavis, Inc.
Morris Corporate Center III
400 Interpace Parkway
Parsippany, NJ 07054
Attention: Marco Fei






	
		
	And:
	The Wolfson Law Firm

	 
	27422 Portola Parkway, Suite 300
Foothill Ranch, California 92610
Attention: Kenneth A. Wolfson, Esq.






	
		
	If to Subtenant:  
	SeaSpine Orthopedics Corporation

	 
	2 Goodyear
Irvine, CA 92618
Attention: Brian Baker,  VP Operations






	
		
	With copies to:
	SeaSpine  Orthopedics  Corporation

	 
	2 Goodyear
Irvine, CA 92618                            
Attn:  John Bostjancic,  Chief Financial  Officer






	
		
	And: 
	SeaSpine  Orthopedics  Corporation

	 
	2 Goodyear
Irvine, CA 92618                                     
Attn:  Patricia  F. Jacobson,   Corporate  Counsel








Any such notice  sent by registered  or certified  mail, return receipt  requested,  shall be deemed effective  seventy-two  (72) hours  after the same is so addressed  and mailed  in California  with postage  prepaid.   Notices  delivered  by overnight  service  shall be deemed  effective  on the date which  is twenty-four  (24) hours  after delivery  of the same, charges prepaid,  to the U.S. Postal Service or private  courier.   Any notice 







or other document  sent by any other manner  shall be effective  only upon actual receipt thereof.   Any party may change its address  for purposes  of this Section by giving notice  to the other party  as herein  provided.


11.       DEFAULT   BY SUBLANDLORD.


In the event that Sublandlord  fails to perform  Sublandlord's   obligations  expressly  retained  by Sublandlord  under this Sublease,  then Subtenant  shall give Sublandlord  written  notice  specifying in what manner  Sublandlord  has defaulted,  and if such default  shall not be cured by Sublandlord within  thirty (30) days thereafter  (except  that if such default  cannot be cured within  said thirty (30) day period,  such period  shall be extended  for an additional  reasonable  time, provided  that Sublandlord  commences  to cure such default  within  such thirty (30) day period  and proceeds diligently  thereafter  to effect such cure as quickly  as possible),  then Subtenant  shall be entitled  to cure such default  and promptly  collect from Sublandlord  Subtenant's   reasonable  expenses  in so doing (including,  without  limitation,  reasonable  attorneys'   fees and court costs).


12.        SURRENDER.


The provisions  of Section  21.1 of the Lease,  and any other provisions  of the Lease referring  to the Expiration  Date (together  with the provisions  of Section  8 of this Sublease),  shall apply to the Subtenant  as of the Sublease  Expiration  Date or the earlier termination  of this Sublease.


13.       ASSIGNMENT.


Without  limiting  the other provisions  of the Lease  and this Sublease,  Subtenant  acknowledges and agrees that any further  assignment,  subletting,  licensing  or other transfer  by Subtenant  must comply  with all of the provisions  of Article 20 of the Lease.   Sublandlord  shall not unreasonably withhold,  condition  or delay its consent  to any such assignment,  subletting,  licensing  or other transfer.   Notwithstanding   the foregoing,  Subtenant  shall have the right at any time, without Sublandlord's   approval  or consent  (but expressly  subject  to Landlord's   approval  to the extent required  pursuant  to the Lease), to sub-sublease,   assign or otherwise  permit  occupancy  of all or any portion  of the Premises  to any entity controlling,  controlled  by, or under common  control with  Subtenant,  or to any successor  corporation,  whether  by merger, consolidation   or otherwise, or to any person  who purchases  all or substantially   all of Subtenant's   assets.   For purposes hereof,  "controlling,"   "controlled  by," and "under  common  control  with"  shall mean the power to control  the day-to-day  operations  of the applicable  entity, together  with ownership  of greater than fifty percent  of the voting  and economic  interests  of the applicable  entity.  No assignment, subletting,  license  or other transfer  by Subtenant  shall release  Subtenant  of its liability  hereunder, and any assignee  shall expressly  assume,  for the benefit  of Sublandlord,  all obligations  of Subtenant  hereunder.




14.      INDEMNIFICATION.


In addition to any provisions of the Lease, Subtenant hereby agrees to indemnify, defend, protect and hold Sublandlord harmless from and against any and all claims, damages, judgments, suits, causes of action, losses, liabilities and expenses, including, without limitation, reasonable attorneys' fees and court costs, arising or resulting from (a) any occurrence in the Premises from and after the date possession is delivered to Subtenant hereunder, except to the extent caused by the gross negligence or illegal act of Sublandlord, (b) any act or omission of Subtenant or any of Subtenant's contractors, employees or agents, (c) the use of the Premises and/or the conduct of Subtenant's business by Subtenant or any of Subtenant's contractors, employees or agents and/or (d) any default by Subtenant as to any obligations on Subtenant's part to be performed under this Sublease. The foregoing indemnification shall include, but not be limited to, any injury to, or death of, any person, or any loss of, or damage to, any property.











15.      TIME PERIODS.


All provisions of the Lease which require Tenant to respond to Landlord thereunder within a specified time period are hereby shortened so that Subtenant must respond to Sublandlord two (2) business days prior to the date Sublandlord (as Tenant under the Lease) is required to respond to Landlord.  In addition, all provisions of the Lease which require Landlord to respond to Tenant thereunder within a specified time period are hereby lengthened so that Sublandlord must respond to Subtenant two (2) business days after the date Landlord is required to respond to Sublandlord (as Tenant under the Lease).


16.      ENTIRETY OF AGREEMENT.


This Sublease, together with the Lease as incorporated herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous agreements, promises, representations, understandings and negotiations between the parties, whether written or oral, with respect to the subject matter hereof.


17.      COUNTERPARTS.


This Sublease may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one document. To facilitate execution of this Sublease, the parties may execute and exchange, by telephone facsimile or electronic mail PDF, counterparts of the signature pages.  Signature pages may be detached from the counterparts and attached to a single copy of this Sublease to physically form one document. 


[Signatures on following page]







IN WITNESS WHEREOF,  the parties have executed this Sublease as of the day and year first above written.


	
			
	 
	SUBLANDLORD:



	 
	 

	 
	SKINMEDICA,  INC.,

	 
	a Delaware corporation

	 
	 
	 

	 
	By:
	/s/ Debra D. Condino

	 
	Name: 
	Debra D. Condino

	 
	Its:
	Assistant Secretary






	
			
	 
	SUBTENANT:



	 
	 

	 
	SEASPINE  ORTHOPEDICS  CORPORATION,

	 
	a Delaware corporation

	 
	 
	 

	 
	By:
	/s/ Keith Valentine

	 
	Name: 
	Keith Valentine

	 
	Its:
	Chief Executive Officer