CONSENT TO ASSIGNMENT


 


This Consent to Assignment
(this “Consent”) is made as of May 31, 2011 by ARE-819/863 MITTEN ROAD, LLC, A Delaware limited liability
company (“Landlord”), to JUVARIS BIOTHERAPEUTICS, INC., a Delaware corporation (“Tenant”),
and AMARANTUS BIOSCIENCES, INC., a Delaware corporation (“Assignee”), with reference to the following
Recitals.


 


R E C I T A L S


 


A.Landlord and Tenant are parties
to that certain Lease Agreement dated February 15, 2007, as amended by that certain First Amendment to Lease Agreement dated
as of February 29, 1008, and as further amended by that Second Amendment to Lease dated as of September 18, 2008 (as amended, the
“Lease”), pursuant to which Tenant leases certain premises more particularly described in the Lease (“Premises”)
at the building located at 866 Malcolm Road, Burlingame, California.


 


B.Tenant desires to assign its
interest in the Lease and the Premises consisting of approximately 11,424 rentable square feet of space, to Assignee, all as more
particularly described in and pursuant to the provisions of that certain Assignment and Assumption Agreement, dated as of May 31,
2011 (the “Assignment”), a copy of which is attached hereto as Exhibit A.


 


C.Tenant desires to obtain Landlord’s
consent to the Assignment.


 


NOW, THEREFORE,
in consideration of the foregoing and the agreements contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Landlord hereby consents to the assignment of the Lease to Assignee; such consent
being subject to and upon the following terms and conditions to which Landlord, Tenant and Assignee hereby agree:


 


1.All initially capitalized
terms not otherwise defined in this Consent shall have the meanings set forth in the Lease unless the context clearly indicates
otherwise.


 


2.This Consent shall not be
effective and the Assignment shall not be valid nor shall Assignee take possession of the Premises unless and until Landlord shall
have received: (a) a fully executed counterpart of the Assignment, (b) a fully executed counterpart of this Consent; (c) a fully
executed counterpart of the Third Amendment to the Lease attached to this Consent as Exhibit C from Tenant, (d) a fully
executed counterpart of the Lease Agreement attached to this Consent as Exhibit D from Tenant (“New Lease”),
(e) a Letter of Credit from Assignee in the amount of $60,425.54 to replace the Letter of Credit from Tenant currently held by
Landlord under the Lease, which existing Letter of Credit shall secure Tenant’s obligations under the New Lease, and (f)
an insurance certificate from Assignee satisfying the requirements of the Lease. Tenant and Assignee represent and warrant to Landlord
that the copy of the Assignment attached hereto as Exhibit A is true, correct and complete.


 


3.The parties acknowledge and
agree that pursuant to the Assignment, Assignee is required to deliver to Tenant funds in the amount of $740,000 (“Asset
Payment”) on or before June 15, 2011, in consideration for certain Physical Assets (as defined in the Assignment) being
purchased by Assignee from Tenant. Notwithstanding anything to the contrary contained in the Assignment, Assignee hereby agrees
to pay a portion of the Asset Payment, in the amount of $245,298.65, in immediately available funds on June 15, 2011, directly
to the Landlord, which amount represents amounts owed by Tenant to Landlord for Base Rent, Additional Rent and other amounts under
the Lease as of the date of this Consent (“Back Rent”). Tenant hereby agrees to such direct payment of a portion
of the Asset Payment by Assignee to Landlord in the amount of the Back Rent.



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4.Landlord neither approves
nor disapproves the terms, conditions and agreements contained in the Assignment, all of which shall be subordinate and at all
times subject to all of the covenants, agreements, terms, provisions and conditions contained in the Lease.


 


5.Nothing contained in the Assignment
shall be construed to modify, waive, impair, or affect any of the terms, covenants or conditions contained in the Lease (including
Assignee’s obligation to obtain any required consents for any other or future assignments or sublettings), or to waive any
breach thereof, or any rights or remedies of Landlord under the Lease against any person, firm, association or corporation liable
for the performance thereof, or to enlarge or increase Landlord’s obligations or liabilities under the Lease, and all terms,
covenants and conditions of the Lease are hereby declared by teach of the Landlord, Tenant and Assignee to be in full force and
effect. Effective as of the effective date of the Assignment, Landlord agrees that, as between Landlord and Tenant, Tenant is excused
from any further obligations with respect to the Lease, excepting only the payment of the Back Rent and such other obligations
arising under the Lease which would survive a termination of the Lease if the Lease were to terminate on the effective date of
the Assignment.


 


6.Notwithstanding anything in
the Assignment or the Lease to the contrary:


 


(a)Assignee does hereby expressly assume
and agree to be bound by and to perform and comply with, for the benefit of Landlord, each and every obligation of Tenant arising
from and after the effective date of the Assignment under the Lease.


 


(b)Tenant and Assignee agree to each
of the terms and conditions of this Consent, and upon any conflict between the terms of the Assignment and this Consent, the terms
of this Consent shall control.


 


(c) Tenant agrees to reimburse all
of Landlord’s costs and expenses in connection with this Consent.


 


7.Tenant releases and exculpates
Landlord from any liability arising from the Lease. The foregoing release extends to all rights of Tenant under Section 1542 of
the California Civil Code and any similar law of any state or territory in the United States, which are hereby expressly waived
and relinquished by Tenant. Section 1542 reads:


 


A general release does
not extend to claims which the creditor foes not know or suspect to exist in his favor at the time of executing the release, which
if known by him must have materially affected his settlement with the debtor.


 


Tenant acknowledges that
this release and waiver are an essential and material term of this Consent, without which Landlord would not become a party to
this Consent.


 


KA


Tenant’s Initials


 


8.Upon a default by Assignee
under the Lease, Landlord may proceed directly against Assignee or anyone else then liable under the Lease without first exhausting
Landlord’s remedies against any other person or entity liable thereon to Landlord. The mention in this Consent of any particular
remedy shall not preclude Landlord from any other remedy in law or in equity.



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9.Tenant represents and warrants
that there are no broker commissions or fees that may be payable as a result of the Assignment. Assignee represents and warrants
that there are no broker commissions or fees that may be payable as a result of the Assignment.


 


10.Tenant and Assignee agree
that the Assignment will not be modified or amended in any way without the prior written consent of Landlord. Any modification
or amendment of the Assignment without Landlord’s prior written consent shall be void and of no force or effect.


 


11.Notification of Asbestos.


 


a.Notification
of Asbestos. Landlord hereby notifies Assignee of the presence of asbestos-containing materials (“ACMs”)
and/or presumed asbestos-containing materials (“PACMs”) within or about the Building in the location identified
in Exhibit B.


 


b.Assignee
Acknowledgement. Assignee hereby acknowledges receipt of the notification in paragraph (a) of this Section 11 and understand
that the purpose of such notification is to make Assignee and any agents, employees, and contractors of Assignee, aware of the
presence of ACMs and/or PACMs within or about a the Building in order to avoid or minimize any damage to or disturbance of such
ACMs and/or PACMs.


 


MC


Assignee’s Initials


 


c.Acknowledgement
from Contractors/Employees. Assignee shall give Landlord at least 14 days’ prior written notice before conducting, authorizing
or permitting any of the activities listed below within or about the Building, and before soliciting bids from any person to perform
such services. Such notice shall identify or describe the proposed scope, location, date and time of such activities and the name,
address and telephone number of each person who may be conducting such activities. Thereafter, Assignee shall grand Landlord reasonable
access to the Building, to determine whether any ACMs or PACMs will be disturbed in connection with such activities. Assignee shall
not solicit bids from any person for the performance of such activities without Landlord’s prior written approval. Upon Landlord’s
request, Assignee shall deliver to Landlord a copy of a signed acknowledgement from any contractor, agent, or employee of Assignee
acknowledging receipt of information describing the presence of ACMs and/or PACMs within or about the Building in the locations
identified in Exhibit B prior the commencement of such activities. Nothing in this Section 10 shall be deemed to
expand Assignee’s rights under the Lease or this Consent or otherwise to conduct, authorize or permit any such activities.


 


(i)Removal
of thermal system insulation (“TSI”) and surfacing ACMs and PACMs (i.e., sprayed-on or troweled-on material,
e.g. textured ceiling paint or fireproofing material);


 


(ii)Removal
of ACMs or PACMs that are not TSI or surfacing ACMs or PACMs; or


 


(iii)Repair
and maintenance of operations that are likely to disturb ACMs or PACMs.



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12.This Consent may not be changed
orally, but only by an agreement in writing signed by Landlord and the party against whom enforcement of any change is sought.


 


13.This Consent may be executed
in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute
but one and the same instrument.


 


14.This Consent and the legal
relations between the parties hereto shall be governed by and construed and enforced in accordance with the internal laws of the
State in which the Property is located, without regard to its principles of conflicts of law.


 


15.Assignee, and all beneficial
owners of Assignee, are currently (a) in compliance with and shall at all times during the Term of the Lease remain in compliance
with the regulations of the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury and
any statute, executive order, or regulation pertaining thereto (collectively the “OFAC Rules”), (b) not listed
on, and shall not during the term of this Lease be listed on, the Specially Designated Nationals and Blocked Persons List maintained
by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute,
executive order, or regulation, and (c) not a person or entity with whom a U.S. person is prohibited from conducting business under
the OFAC Rules.


 


[Signatures on next page]


 



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IN WITNESS WHEREOF,
Landlord, Tenant and Assignee have caused their duly authorized representatives to execute this Consent as of the date first
above written.


 





	LANDLORD:	ARE-819/863 MITTEN ROAD, LLC,
		A Delaware limited liability company
	 	 
		By:	ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
			
        a Delaware limited partnership,

        managing member

	 	 	 	 	 
			By:	ARE-QRS CORP.,
				
        A Maryland corporation,

        General partner

	 	 	 	 	 
				By:	
				lts:	
	 	 	 	 	 
	TENANT:	JUVARIS BIOTHERAPEUTICS, INC.,
		a Delaware corporation			
	 	 	 	 	 
		By:	/s/ Martin D. Cleary		
		lts:	CFO		
	 	 	 	 	 
	ASSIGNEE :	AMARANTUS BIOSCIENCES, INC.,		
	 	 	 	 	 
		By:	/s/ K. Gonzaga		
		lts:	CFO		






 


 



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EXHIBIT A


 


COPY OF ASSIGNMENT


 


 



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EXHIBIT B


 


NOTIFICATION OF THE PRESENCE OF ASBESTOS
CONTAINING MATERIALS


 


This notification provides certain information
about asbestos within or about the Premises at 866 Malcolm Road, Burlingame, CA (“Building”) in accordance with California
Code of Regulations, title 8, section 1529 and Section 25915 et. seq. of the California Health and Safety Code.


 


Historically, asbestos was commonly used in
building products used in the construction of buildings across the country. Asbestos-containing building product were used because
they are fire-resistant and provide good noise and temperature insulation. Because of their prevalence, asbestos-containing materials,
or ACMs, are still sometimes found in buildings today.


 


An asbestos survey of the Building identified
several ACMs in the interior of the building that were abated in August and September 2004. The remaining ACMs consist of duct
tape/mastic on ventilation ducts located on the west end of the roof.


 


Because ACMs are present and may continue to
be present within or about the Building, we have hired an independent environmental consulting firm to prepare an operations and
maintenance program (“O&M Program”). The O&M Program is designed to minimize the potential of any harmful asbestos
exposure to any person within or about the Building. The O&M Program includes a description of work methods to be taken in
order to maintain any ACMs or PACMs within or about the Building in good condition and to prevent any significant disturbance of
such ACMs or PACMs. Appropriate personnel receive regular periodic training on how to properly administer the O&M Program.


 


The O&M Program describes the risks associated
with asbestos exposure and how to prevent such exposure through appropriate work practices. ACMs and PACMs generally are not thought
to be a threat to human health unless asbestos fibers are released into the air and inhaled. This does not typically occur unless
(1) the ACMs are in a deteriorating condition, or (2) the ACMs have been significantly disturbed (such as through abrasive cleaning,
or maintenance or renovation activities). If inhaled, asbestos fibers can accumulate in the lungs and, as exposure increases, the
risk of disease (such as asbestosis or cancer) increases. However, measures to minimize exposure, and consequently minimize the
accumulation of asbestos fibers, reduce the risks of adverse health effects.


 


The O&M Program describes a number of activities
that should be avoided in order to prevent a release of asbestos fibers. In particular, you should be aware that some of the activities
which may present a health risk include moving, drilling, boring, or otherwise disturbing ACMs. Consequently, such activities should
not be attempted by any person not qualified to handle ACMs.


 


The O&M Program is available for review
during regular business hours at the Landlord’s office located at 1700 Owens Street, Suite 590, San Francisco, CA 94158.



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EXHIBIT C


 


THIRD AMENDMENT


 


(Attached)







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