AFFECT SUBTENANT'S USE OR OCCUPANCY
OF THE SUBLEASE PREMISES.
SUBLANDLORD SHALL EXTEND ALL REASONABLE COOPERATION
TO SUBTENANT (AT NO MATERIAL COST OR LIABILITY TO SUBLANDLORD) TO ENABLE
SUBTENANT TO RECEIVE THE BENEFITS UNDER THIS SUBLEASE, AS THE SAME ARE DEPENDENT
UPON PERFORMANCE UNDER THE MASTER LEASE.
11.
DEFAULT BY SUBTENANT.
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 MASTER LEASE IN THE EVENT OF A SIMILAR DEFAULT
ON THE PART OF SUBLANDLORD THEREUNDER OR AT LAW.
12.
QUIET ENJOYMENT.
SO LONG AS SUBTENANT PAYS ALL OF THE RENT DUE HEREUNDER
AND PERFORMS ALL OF SUBTENANT'S OTHER OBLIGATIONS HEREUNDER, SUBLANDLORD SHALL
DO NOTHING TO AFFECT SUBTENANT'S RIGHT TO PEACEABLY AND QUIETLY HAVE, HOLD AND
ENJOY THE SUBLEASE PREMISES.
13.
NOTICES.
ANYTHING CONTAINED IN ANY PROVISION OF THIS SUBLEASE TO THE
CONTRARY NOTWITHSTANDING, SUBTENANT AGREES, WITH RESPECT TO THE SUBLEASE
PREMISES, TO COMPLY WITH AND REMEDY ANY DEFAULT IN THIS SUBLEASE OR THE MASTER
LEASE WHICH IS SUBTENANT'S OBLIGATION TO CURE, WITHIN THE PERIOD ALLOWED TO
SUBLANDLORD UNDER THE MASTER LEASE, EVEN IF SUCH TIME PERIOD IS SHORTER THAN THE
PERIOD OTHERWISE ALLOWED THEREIN DUE TO THE FACT THAT NOTICE OF DEFAULT FROM
SUBLANDLORD TO SUBTENANT IS GIVEN AFTER THE CORRESPONDING NOTICE OF DEFAULT FROM
LANDLORD TO SUBLANDLORD.
SUBLANDLORD AGREES TO FORWARD TO SUBTENANT, PROMPTLY
UPON RECEIPT THEREOF BY SUBLANDLORD, A COPY OF EACH NOTICE OF DEFAULT RECEIVED
BY SUBLANDLORD IN ITS CAPACITY AS TENANT UNDER THE MASTER LEASE.
SUBTENANT
AGREES TO FORWARD TO SUBLANDLORD, PROMPTLY UPON RECEIPT THEREOF, COPIES OF ANY
NOTICES RECEIVED BY SUBTENANT FROM LANDLORD OR FROM ANY GOVERNMENTAL
AUTHORITIES.
ALL NOTICES, DEMANDS AND REQUESTS SHALL BE IN WRITING AND SHALL BE
SENT EITHER BY HAND DELIVERY OR BY A NATIONALLY RECOGNIZED OVERNIGHT COURIER
SERVICE (E.G., FEDERAL EXPRESS), IN EITHER CASE RETURN RECEIPT REQUESTED, TO THE
ADDRESS OF THE APPROPRIATE PARTY.
NOTICES, DEMANDS AND REQUESTS SO SENT SHALL
BE DEEMED GIVEN WHEN THE SAME ARE RECEIVED.
5
NOTICES TO SUBLANDLORD SHALL BE SENT TO THE ATTENTION OF:
Biogen Idec Inc.
P.O. Box 229008
5200 Research Place
San Diego, CA
92129-9008
Attn: Paul Draper
Notices to Subtenant shall be sent to the attention of:
MacroPore Biosurgery, Inc.
6740 Top Gun Street
San Diego, CA
92121
Attn:
J. Peter Amis
14.
BROKER.
SUBLANDLORD AND SUBTENANT REPRESENT AND WARRANT TO EACH OTHER
THAT NO BROKERS OTHER THAN JOHN BURNHAM REAL ESTATE SERVICES, INC., ACTING ON
BEHALF OF SUBLANDLORD, AND IRVING HUGHES, ACTING ON BEHALF OF SUBTENANT, WERE
INVOLVED IN CONNECTION WITH THE NEGOTIATION OR CONSUMMATION OF THIS SUBLEASE.
EACH PARTY AGREES TO INDEMNIFY THE OTHER, AND HOLD IT HARMLESS, FROM AND AGAINST
ANY AND ALL CLAIMS, DAMAGES, LOSSES, EXPENSES AND LIABILITIES (INCLUDING
REASONABLE ATTORNEYS' FEES) INCURRED BY SAID PARTY AS A RESULT OF A BREACH OF
THIS REPRESENTATION AND WARRANTY BY THE OTHER PARTY.
15.
CONDITION OF PREMISES.
A.
COMMENCEMENT.