DAYS OF THE TERM OF THE LEASE PROVIDED THAT SUCH
REMOVAL DOES NOT ADVERSELY AFFECT THE READILY VALIDATIBLE STATE OF THE CGMP
PORTION OF THE DEMISED PREMISES.
13.
ASSIGNMENT.
BI HEREBY ASSIGNS, TRANSFERS AND DELIVERS TO TANOX
WEST, AS OF THE EFFECTIVE DATE, ALL OF BI'S RIGHTS AND INTERESTS AS TENANT UNDER
THE LEASE AND THE SECURITY DEPOSIT.
14.
ASSUMPTION.
FROM AND AFTER THE EFFECTIVE DATE, TANOX WEST HEREBY
ACCEPTS THE ASSIGNMENT AS SET FORTH IN SECTION 13 ABOVE AND TANOX WEST HEREBY
ASSUMES ALL OF TENANT'S OBLIGATIONS UNDER THE LEASE.
15.
LANDLORD'S CONSENT.
LANDLORD HEREBY CONSENTS TO THE ASSIGNMENT
AND ASSUMPTION OF THE LEASE RIGHTS AND OBLIGATIONS AS SET FORTH IN SECTIONS 13
AND 14 ABOVE (THE "ASSIGNMENT"), ALL SUBJECT TO THE OTHER TERMS AS SET FORTH IN
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION SECTION 7 HEREOF.
16.
NO RELEASE.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN,
NOTHING CONTAINED HEREIN SHALL RELIEVE BI OF ANY OF ITS OBLIGATIONS AS TENANT
UNDER THE LEASE OR ALTER THE PRIMARY LIABILITY OF BI TO PAY RENT AND TO PERFORM
ALL OTHER OBLIGATIONS TO BE PERFORMED BY TENANT UNDER THE LEASE.
EXCEPT AS SET
FORTH IN SECTION 7(B) ABOVE REGARDING THE BI SECTION 37 MATTERS, FROM AND AFTER
THE EFFECTIVE DATE, BI AND TANOX WEST SHALL BE JOINTLY AND SEVERALLY LIABLE, AS
PRIMARY OBLIGORS, FOR ALL DUTIES, OBLIGATIONS AND LIABILITIES OF TENANT UNDER
THE LEASE.
BI SHALL BE RELEASED FROM ANY LIABILITIES ACCRUING FROM AND AFTER
OCTOBER 1, 2008, INCLUDING, BUT NOT LIMITED TO THE OBLIGATION TO PAY RENT
ACCRUING FROM AND AFTER OCTOBER 1, 2008; PROVIDED, HOWEVER, SUCH RELEASE SHALL
NOT BE DEEMED TO RELIEVE BI FROM ANY ONGOING LIABILITY FOR OBLIGATIONS UNDER THE
LEASE ACCRUING PRIOR TO OCTOBER 1, 2008, OR FOR OBLIGATIONS SURVIVING THE
TERMINATION OF THE LEASE PURSUANT TO THE TERMS THEREOF OR AS A MATTER OF LAW,
INCLUDING BUT NOT LIMITED TO (I) THE OBLIGATION TO REMOVE FROM THE DEMISED
PREMISES ALL HAZARDOUS MATERIALS EXISTING THEREON PRIOR TO OCTOBER 1, 2008,
WHICH ARE REQUIRED TO BE REMOVED UNDER THE LEASE AND TO INDEMNIFY LANDLORD WITH
RESPECT THERETO IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE LEASE, AND (II)
THE INDEMNIFICATION PROVISIONS OF SECTION 18 OF THE INITIAL LEASE (TO THE EXTENT
ANY CLAIM FOR INDEMNIFICATION RELATES TO MATTERS ARISING PRIOR TO OCTOBER 1,
2008).
ANY OF THE FOREGOING NOTWITHSTANDING, BI SHALL NOT BE LIABLE FOR ANY
DAMAGES IN EXCESS OF LOST RENT DIRECTLY ARISING FROM A BREACH BY TANOX WEST OF
THE PROVISIONS OF SECTIONS 10 OR 11 OF THIS AGREEMENT.
AS BETWEEN BI AND TANOX
WEST, NOTHING IN THIS SECTION 16 SHALL LIMIT OR MODIFY THE PROVISIONS OF THE
DEFINITIVE AGREEMENT.
17.
INCORPORATION.
EACH OF THE TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT ARE HEREBY INCORPORATED INTO THE LEASE AS THOUGH INITIALLY SET FORTH
THEREIN.
18.
EFFECT.
THE AMENDMENTS TO THE LEASE AND THE ASSIGNMENT PROVIDED
FOR UNDER THIS AGREEMENT SHALL ONLY BECOME EFFECTIVE UPON, AND IS SUBJECT TO
DELIVERY TO LANDLORD OF, WRITTEN CONFIRMATION, EXECUTED BY