Texas Medical Center Terms and Conditions

Texas Medical Center offers this Web site, including all information, software, products and services available from this Web site or offered as part of or in conjunction with this Web site (the “Web site”), to you, the user, conditioned upon your acceptance of all of the terms, conditions, policies and notices stated here. Texas Medical Center reserves the right to make changes to these Terms and Conditions immediately by posting the changed Terms and Conditions in this location.

Your continued use of the website constitutes your agreement to all such terms, conditions and notices, and any changes to the Terms and Conditions made by Texas Medical Center.

The terms ‘helixpark.com’, ‘Helix Park’, ‘Texas Medical Center’, ‘TMC’, ‘us’ or ‘we’ refer to the owner of the website. The term ‘you’ refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

Use the website at your own risk. This website is provided to you “as is,” without warranty of any kind either express or implied. Neither Texas Medical Center nor its employees, agents, third-party information providers, merchants, licensors or the like warrant that the website or its operation will be accurate, reliable, uninterrupted or error-free. No agent or representative has the authority to create any warranty regarding the website on behalf of Texas Medical Center. Texas Medical Center reserves the right to change or discontinue at any time any aspect or feature of the website.

EXCLUSION OF LIABILITY

The content of the pages of this website is for your general information and use only. It is subject to change without notice.

Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

USE OF INFORMATION AND MATERIALS

Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

All trade marks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.

Unauthorized use of this website may give rise to a claim for damages and/or be a criminal offense.

From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).

COPYRIGHT AND TRADEMARKS

Except for material in the public domain under United States copyright law, all material contained on the website (including all Texas Medical Center brands (i.e. Helix Park) software, HTML code, Java applets, Active X controls and other code) is protected by United States and foreign copyright and trademark laws. Except as otherwise expressly provided in these terms and conditions, you may not copy, distribute, transmit, display, perform, reproduce, publish, license, modify, rewrite, create derivative works from, transfer, or sell any material contained on the website without the prior consent of the copyright or trademark owner.

None of the material contained on helixpark.com may be reverse-engineered, disassembled, decompiled, transcribed, stored in a retrieval system, translated into any language or computer language, retransmitted in any form or by any means (electronic, mechanical, photo reproduction, recordation or otherwise), resold or redistributed without the prior written consent of Texas Medical Center. Violation of this provision may result in severe civil and criminal penalties.

LICENSE AGREEMENT – GENERAL TERMS AND CONDITIONS

ARTICLE I.  Grant of License and License Term.

Section 1.1       TMC hereby grants to Licensee upon the terms and conditions of this Agreement a license (the “License”) to use the Dedicated Space and, together with a non-exclusive right in common with TMC and other Licensees (“Other Licensees”), to access and use the shared work and presentation areas, break room and lobby, necessary hallways, designated shared rest rooms, designated parking areas (as specified in and subject to Article XXIII below), communications facilities, computer server room, certain other shared conference rooms (subject to applicable SOPs), other shared general laboratories (subject to applicable SOPs) and special equipment laboratories (subject to applicable SOPs; “Specialty Labs” as specified in and subject to Article IV below), and ingress and egress points (the “Common Space”), and collectively with the Dedicated Space, the “Licensed Space”, as the Licensed Space is from time to time designated for such use by TMC.  It is understood and agreed that Licensee shall not have access to or use portions of the Building that are not Licensed Space.  Use of the Specialty Labs shall require payment of fees for using the equipment therein by Licensee, plus any applicable taxes, and shall be invoiced and paid as provided in Section 2.3.  To the extent that any ad valorem taxes are imposed in connection with this Agreement or any property of the Licensee, such taxes will be paid by the Licensee.

Section 1.2       The License granted hereunder shall be for the Term and shall terminate upon the date of the expiration of the Term or earlier termination of the Term (the “Termination Date”).  The License granted to Licensee hereunder shall apply only to the Licensed Space during the Term, shall not be exclusive except for the Dedicated Space and in all cases shall be subject to the terms of this Agreement and TMC’s rights including right to access.  Licensee shall have no rights to, or in, any part of the Building or Premises except the Licensed Space.

Section 1.3       Subject to the terms of this Agreement, the grant contained in this Agreement provides Licensee with non-exclusive use of TMC’s equipment, furniture and other property located at the Dedicated Space and, subject to the SOPs, non-exclusive use of the equipment, furniture and other property located in the Common Space.  Except for meetings, presentations, events and other similar circumstances involving third parties in the ordinary course of Licensee’s business (all of which will comply with the SOPs and this Agreement), only the Licensee Personnel may use the Licensed Space.

Section 1.4       Licensee shall, at all times, ensure that its use and operations of the Licensed Space (and control its agents, employees, invitees, tenants, and visitors in such manner to ensure that they) does not create any nuisance and does not unreasonably interfere with the use and operations of the Building or Premises by TMC, or the use and operation of the Common Space by the Other Licensees and tenants in the Building. Licensee hereby agrees to comply with, and this Agreement is subject to, the Standard Operating Procedures (as revised and amended from time to time by TMC, in TMC’s sole discretion, referred to herein as “SOPs”) established by TMC with respect to the Building. The initial SOPs will be provided to Licensee during orientation.  Licensee further agrees to comply with the Building Rules and Regulations applicable to the Building promulgated by TMC (as revised and amended from time to time by TMC, in TMC’s sole discretion, referred to herein as “Building Rules and Regulations”) as from time to time in effect with respect to the Building and any other general health and safety operating procedures, emergency, evacuation or security procedures or rules and regulations of TMC provided to Licensee, with respect to the Licensed Space or any portion of the Building.  The initial Building Rules and Regulations are listed on Annex I.  In the case of amendment to the SOPs or the Building Rules and Regulations, TMC’s only obligation is to provide notice to the Licensees of the new and revised policies.

ARTICLE II.  Fee and Deposit. 

Section 2.1       Licensee shall pay to TMC the monthly Fee plus any and all taxes and assessments applicable to such Fee. Excluding the first month of the Term, invoices are generated on the first (1st) or second (2nd) day of every month, and the Licensee or other designated Licensee Personnel (as indicated on the “Licensee Invoice Information (LII) Form” in the SOPs) will receive an email with the invoice at this time. Payments are due no later than close of business on the 15th of each month of the Term without prior demand therefore and without any offset or deduction whatsoever. The Fee shall be paid in lawful money of the United States of America by electronic transfer of funds to the account of TMC as designated by TMC in writing from time to time or by another method approved by TMC.

Section 2.2       The Fee can be paid only via the following two methods: 1) Check: Checks must be addressed to Texas Medical Center, P.O. Box 301433, Dallas, Texas 75303-1433. Mail must be dated no later than the 15th of the month payment is due to avoid late fees; 2) Recurring Credit Card Payment: Recurring payment by credit card can be set up by providing card information via the LII Form.  If any monthly payment of the Fee is received by TMC more than five (5) days after the same is due and payable hereunder, a late charge equal to five percent (5%) of the amount of such late installment shall thereupon be levied upon Licensee, which amount shall immediately be due and payable.

Section 2.3       Licensee shall also pay TMC for any actual out of pocket charge, fee, cost, sum or expense that TMC pays or incurs on or after the Effective Date for the provision of, or in connection with, any services, repairs or supplies (“Additional Services”) provided to Licensee or for the Licensed Space (or any part thereof) at the request of Licensee that are not within the scope of the Standard Services (as defined below), without duplication of amounts paid for services that are incorporated in or charged as part of the Fee under Article VII.  Charges for Additional Services may be payable as used (e.g., credit card presented at time of purchase) or as otherwise provided in the SOPs.  Any charges for Additional Services not charged for in accordance with the preceding sentence shall be invoiced monthly and shall be payable within ten (10) business days of receipt of such invoice by Licensee.  Upon the request of Licensee, TMC shall provide invoices and other supporting information reasonably requested by Licensee reflecting amounts paid by TMC and billed to Licensee pursuant to this Section 2.3.  Nothing contained in this Section 2.3 shall be deemed to require TMC to provide any services, repairs or supplies not expressly included as a Standard Service.

Section 2.4       On or prior to the Effective Date, Licensee shall pay to TMC the monthly Fee for the first full month of this Agreement and, in the event that the Effective Date shall occur on a date other than the first (1st) day of any calendar month, Licensee shall pay to TMC the Fee for the month during which the Effective Date occurs prorated based upon the number of days before and after the Effective Date in the month during which the Effective Date occurs.  In the event that the Termination Date shall occur on a date other than the last day of any month, the Fee for such month shall be prorated on a per diem basis.

Section 2.5       Simultaneously with Licensee’s execution of this Agreement, Licensee shall deposit with TMC the Deposit, which shall be security for the performance by Licensee of all of Licensee’s obligations, covenants, conditions and agreements under this Agreement.  TMC shall not be required to maintain such Deposit in a separate account.  Except as may be required by law, Licensee shall not be entitled to interest on the Deposit.  Provided Licensee is not in default under this Agreement, within approximately thirty (30) days after the later of the Termination Date or Licensee’s vacating the Licensed Space, TMC shall return such Deposit to Licensee, less such portion thereof as TMC shall have appropriated to satisfy any of Licensee’s obligations under this Agreement. TMC shall have the right, but shall not be obligated, to use, apply or retain all or any portion of the Deposit for the payment of any of Licensee’s obligations under this Agreement.  If any portion of the Deposit is so used or applied, then within five (5) business days after TMC gives written notice to Licensee of such use or application, Licensee shall deposit with TMC cash in an amount sufficient to restore the Deposit to the original Deposit amount.  To the extent applicable and permitted by applicable law, Licensee hereby expressly waives any rights and remedies which Licensee may have pursuant to Sections 93.004 through 93.011 of the Texas Property Code dealing with security deposits, including as may be amended in the future.

ARTICLE III.  Use.

Section 3.1       Licensee shall use the Licensed Space only for the purpose of conducting laboratory research, other laboratory related activities, business planning and related activities relating to the development of innovative medical therapeutics but excluding business operations in accordance with the business plan provided to TMC.  Licensee acknowledges that TMC has relied on and shall continue to rely on the information provided by Licensee in its License Application (the “License Application”) provided by Licensee to TMC prior to the execution by the Parties of this Agreement in determining whether to enter into this Agreement with Licensee, including information to facilitate TMC’s evaluation of whether Licensee does not plan to conduct any research or other activities that would directly compete with the ongoing or planned research and other activities of TMC and certain of TMC’s affiliated companies on the Premises, or other occupants of, or programs operated within, the Building.  In the event Licensee intends to substantially change its business plan to undertake any other research or development, it shall notify TMC of such general intent and thereafter reasonably cooperate with TMC to facilitate TMC’s reevaluation of Licensee’s suitability for continuing or renewing this Agreement.

Section 3.2       Licensee shall at all times comply with the SOPs and any other general health and safety or laboratory operating procedures, emergency, evacuation or security procedures or rules and regulations of TMC provided to Licensee, with respect to the Licensed Space or any portion of the Premises.

Section 3.3       Except in the case of emergencies and any other conflicting arrangements that may arise from time to time, Licensee and its employees shall have access to the Dedicated Space and Common Space (subject to applicable SOPs on reserving access and use of certain facilities), during regular business hours.  Licensee’s agents, invitees or guests may, with Licensee escort only, enter the Licensed Space in accordance with access and security procedures as set forth in applicable SOPs and Building Rules and Regulations.

Section 3.4       Licensee acknowledges that use of shared general laboratory space and meeting rooms within the Common Space shall be on a first-come, first-served basis in accordance with applicable SOPs for the use of such space, including all scheduling, use and clean-up of shared general laboratory space and use of Common Space.

Section 3.5       The Licensed Space shall be used solely for uses consistent with those uses permitted by the restrictive covenants set forth in the Texas Medical Center Amended and Restated McGovern Campus Restrictive Covenants (the “Restrictive Covenants”) recorded under File No. 20140554772 in the Real Property Records of Harris County, Texas.  TMC will have the right to terminate this Agreement by written notice to Licensee immediately upon any breach of the Restrictive Covenants.  TMC shall have the right to impose such other and reasonable restrictions on the use of the Licensed Space as in its judgment may from time to time be needed to further the goals of TMC, including but not limited to, maintaining TMC’s status as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

ARTICLE IV.  Specialty Labs.

Provided that Licensee is not in default hereunder beyond applicable notice and cure periods, Licensee shall have the additional option to use certain specialized equipment and instruments located in the shared laboratory areas located within the Premises (“Specialty Labs”).  If Licensee wishes to utilize the Specialty Labs, Licensee shall contact TMC.  Licensee’s use of the Specialty Labs shall be (i) subject to the completion of all applicable training prior to use and (ii) compliance with good laboratory practices.  All scheduling, use, billing and clean-up of the Specialty Labs shall also be in accordance with the applicable SOPs related to such activity.

ARTICLE V.  Alterations and Personal Property.

Section 5.1       Licensee shall not make any changes, additions, improvements, alterations or other physical changes (including installing window coverings or hanging items or making holes in the walls) to the Dedicated Space, Licensed Space or any portions thereof, or any of the systems therein or thereon, or bring any furniture or equipment (including laboratory equipment) into the Licensed Space if such furniture or equipment could (i) require any additional or different utility services than those utility services provided in the Licensed Space as of the date of this Agreement or (ii) create any additional environmental, health or safety liability risk to TMC or Licensee or increase in TMC’s insurance premiums, each without the prior written consent of TMC.  No Licensee signage is allowed with respect to the Dedicated Space or otherwise under this Agreement without the prior written consent of TMC.

Section 5.2       All personal property, including furniture and equipment installed in or located in the Licensed Space by or on behalf of TMC is the property of TMC (“TMC’s FF&E”).  TMC’s FF&E shall not be altered, added to or replaced in any way by Licensee and on the Termination Date shall be delivered back to TMC by Licensee in good operating condition subject only to reasonable wear and tear.  If Licensee fails to deliver TMC’s FF&E pursuant to and in the condition required by the preceding sentence, TMC may charge Licensee, and Licensee shall pay to TMC within ten (10) days from notice of such charge, reasonable repair or replacement cost, at TMC’s sole discretion, for such TMC FF&E.  Additionally, TMC may, in its sole discretion and at any time, apply all or a portion of the Deposit, if any, referred to in Section 2.5 of this Agreement to the payment of all or a portion of costs to repair or replace TMC’s FF&E damaged by Licensee.

Section 5.3       In consideration of the mutual benefits arising under this Agreement and in order to receive payment of all Fees and other fees and amounts payable by Licensee to TMC under this Agreement and the faithful performance and observance of all covenants and agreements of Licensee under this Agreement, Licensee hereby grants to TMC a lien and security interest on and in all of the property of Licensee now or hereafter placed in, upon or about the Premises, including without limitation all goods, wares, fixtures, trade fixtures, machinery, inventory, equipment, furniture, furnishings and other personal property now or hereafter placed in or upon the Licensed Space (collectively, “Licensee’s Property”) and also upon all proceeds of any insurance which may accrue to Licensee by reason of damages to or destruction of any of Licensee’s Property, and Licensee’s Property and insurance proceeds shall be and remain subject to such lien and security interest of TMC for payment of all Fees and other fees and amounts payable by Licensee to TMC under this Agreement.  Said lien and security interest shall be in addition to and cumulative of TMC’s liens provided by law.  This Agreement shall constitute a security agreement under the Uniform Commercial Code as enacted and enforced in the State of Texas (the “UCC”) so that TMC shall have and may enforce a security interest on all of Licensee’s Property and insurance proceeds.  Licensee agrees to execute as debtor such financing statement or statements as TMC may now or hereafter reasonably request in order that such security interest or interests may be protected pursuant to said UCC.  TMC may at its election at any time file a UCC financing statement and may also file a copy of this Agreement as a financing statement.  TMC, as secured party, shall be entitled to all of the rights and remedies afforded a secured party under said UCC, which shall be in addition to and cumulative of TMC’s liens and rights provided by law or in equity or by the other terms of this Agreement.

ARTICLE VI.  Repairs and Maintenance.

TMC, at its cost, shall provide routine maintenance and repairs to the Premises and Dedicated Space.  Licensee shall inform TMC if TMC’s FF&E at the Dedicated Space requires maintenance or repair in order to keep the same in good order and repair.  Subject to the terms of this Agreement, TMC shall have the right to maintain and repair TMC’s FF&E at the Dedicated Space and, if TMC’s FF&E or the Dedicated Space is damaged beyond reasonable wear and tear, TMC may charge Licensee, and Licensee shall pay to TMC within ten (10) days from notice of such charge, reasonable maintenance and repair cost for such repair and maintenance of TMC’s FF&E.  In addition to the foregoing, Licensee shall reimburse TMC for TMC’s costs and expenses related to maintenance and repair of the Licensed Space, the Premises or the Building required due to the negligence or willful misconduct of Licensee.

ARTICLE VII.  Services and Training.

Section 7.1       Subject to the terms of this Agreement, TMC shall provide to Licensee all services set forth in Exhibit C (the “Standard Services”).  The cost of the Standard Services shall be deemed included in the Fee.  Except as expressly set forth in this Agreement (including, without limitation, in Article VI and this Article VII), TMC shall have no obligation to (i) perform any services under this Agreement, or (ii) make any repairs or restorations except as expressly set forth herein.  TMC shall make commercially reasonable efforts to cause utilities to be provided to the Licensed Space during the Term, provided that (i) Licensee is not in default hereunder beyond applicable notice and cure periods and (ii) other than with respect to the Standard Services, TMC shall not be obligated to take such action if such action would cost TMC more than a de minimis amount, unless TMC agrees to do so and may as a condition to doing so require Licensee to indemnify and reimburse TMC as to any reasonable cost or expense incurred with respect thereto (such costs and expenses shall be invoiced and payable as provided in Article II).  In no event shall TMC be required to bring or defend any litigation against any party with respect to any Standard Services. Licensee shall cooperate with the requests of TMC, and shall abide by all regulations and requirements provided to Licensee that TMC may reasonably prescribe for the proper functioning and protection of TMC’s FF&E and of electric, heating, air conditioning, ventilating and, if applicable, other systems.

Section 7.2       Licensee acknowledges and agrees that Licensee (and its employees and, with TMC’s prior written consent, any of its consultants or contractors needed for any of Licensee’s activities on the Premises) will be required to participate in and complete certain training modules as stated in the SOPs.  Such required training modules will include (i) training before occupying and using the Licensed Space; (ii) updated training as applicable; and (iii) training as procedures change and periodic refresher training including as to life safety matters as TMC may direct from time to time.  Training shall be provided by TMC or a Third-Party Servicers (as defined below) unless, in TMC’s sole discretion, TMC approves prior or other training of Licensee in lieu of the provided training.

ARTICLE VIII.  Services and Space Provided Without Warranty.

LICENSEE ACKNOWLEDGES AND AGREES THAT (i) THE LICENSED SPACE AND THE STANDARD SERVICES ARE PROVIDED “AS IS”, AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY TMC OR ANY OTHER PERSON REGARDING THE STANDARD SERVICES OR THE CONDITION OF LICENSED SPACE, THE PREMISES, THE BUILDING, PARKING AREAS OR OTHER COMMON AREAS AROUND THE BUILDING, AND (ii) LICENSEE IS NOT RELYING ON ANY SUCH REPRESENTATIONS AND WARRANTIES IN ENTERING INTO THIS AGREEMENT.

ARTICLE IX.  End of Term.

Licensee shall vacate and decommission the Dedicated Space upon the Termination Date, leave the Licensed Space broom clean and in the same general order and condition as the Licensed Space on the Effective Date, except for reasonable wear and tear, and promptly provide a copy of all decommissioning documentation to TMC.  Such decommissioning process shall be undertaken by certified industrial hygienists acceptable to TMC and in compliance with legal requirements and good industry practice and completed by the end of the Termination Date.  In addition, Licensee shall, on or prior to the Termination Date, (1) remove all of Licensee’s personal property and effects of Licensee and all persons claiming through or under Licensee from the Licensed Space and the Premises and (2) repair all damage to the Licensed Space and the Premises, if any, occasioned by such removal, reasonable wear and tear excepted.  TMC shall have the right to retain any property and effects of Licensee or such other persons which shall remain in the Licensed Space at the Termination Date or to store and ultimately sell the same.  Any net proceeds from the sale thereof, without waiving any of TMC’s rights with respect to any Event of Default (as hereinafter defined) by Licensee, may be retained by TMC to the extent allowed by applicable law.  Following the decommissioning process, TMC may, or may hire a third party to, further clean, repair and paint the Dedicated Space and may deduct the cost of such cleaning, repairing and painting from the Deposit referenced in Section 2.5.  Except as otherwise expressly provided in this Agreement and to the extent permitted by applicable law, Licensee hereby expressly waives for itself and for any person claiming through or under Licensee any rights which Licensee or any such person may have under any applicable law then in force in connection with any holdover or summary proceedings which TMC may institute to enforce the foregoing provisions of this Article IX.  If the date upon which the Term shall expire, terminate or end shall fall on a Sunday or a holiday, then Licensee’s obligations under the first sentence of this Article IX shall be performed on or prior to the Saturday or business day immediately preceding such Sunday or holiday.  Licensee’s obligations under this Article IX shall survive the Termination Date.

ARTICLE X.  Assignment.

Licensee shall not assign its rights or delegate its duties under this Agreement (whether by operation of law, transfer of interest, change of direct or indirect control of Licensee or otherwise) or permit the Dedicated Space or any part thereof to be occupied or used by any other person or entity without the prior written consent of TMC (which TMC may withhold, condition or delay in its sole discretion).  TMC shall have the right, in its sole discretion, to assign its rights and/or delegate its duties under this Agreement.

ARTICLE XI.  TMC Access.

TMC and its employees, contractors and agents shall have the right without notice, from time to time throughout the Term, to enter any portion of the Licensed Space, including without limitation, the Dedicated Space, and to occupy and use any portion of the Licensed Space (i) for events, presentations, and other gatherings and activities (collectively “Events”) and (ii) to show the same to prospective purchasers, mortgagees, licensees, participants or tenants and to make such repairs, alterations, improvements or additions as TMC may deem necessary or desirable to the Licensed Space, including without limitation, the Licensed Workstation, or any other portion of the Premises; provided that (except in the event of an emergency) such access to the Dedicated Space by TMC shall be subject to reasonable limitations imposed by Licensee related to proprietary and confidential information of Licensee and any Events held, work performed or inspections or installations made by TMC within the Licensed Space shall be done using reasonable efforts to minimize disruption to the business and operations of Licensee.  None of the foregoing access rights shall give rise to any decrease or abatement of the Fee and nothing contained in this Article XI shall be deemed to impose upon TMC any obligation to employ contractors or labor at overtime or other premium pay rates. The exercise by TMC or its agents or by the holder of any mortgage of any right reserved to TMC in this Article XI shall not constitute an actual or constructive eviction, in whole or in part, or entitle Licensee to any abatement or diminution of the Fee or any other amount due hereunder, or relieve Licensee from any of its obligations under this Agreement, or impose any liability upon TMC, or their respective agents, or upon the holder of any such mortgage, by reason of inconvenience or annoyance to Licensee or injury to or interruption of Licensee’s operations.

ARTICLE XII.  Legal Compliance.

Section 12.1    Licensee agrees that its use of the Licensed Space and TMC’s FF&E and the installation, operation and maintenance of Licensee’s personal property and equipment shall at all times comply with all applicable laws, regulations and ordinances and the permits, orders and requirements of all government authorities (“Legal Requirements”).  Licensee hereby agrees that it shall apply for, obtain and maintain, at its expense, any permits or approvals listed in Exhibit C and that are required for Licensee to comply with applicable Legal Requirements and supply TMC with a copy of all applications and all issued permits Licensee obtains.  Licensee shall notify TMC within five (5) business days after discovering that Licensee’s activities in the Licensed Space could require additional permits in order to satisfy Legal Requirements.  Licensee may not conduct any activity in the Licensed Space that requires a permit until the same is issued and a copy thereof is provided to TMC. In addition to the aforesaid, Licensee shall (i) not generate, store, install, dispose of or otherwise handle any hazardous materials in the Licensed Space, or in or around the Premises, in any manner contrary to any applicable law except those hazardous materials and the quantity thereof that are disclosed in writing to and approved in writing by TMC (including any changes to such hazardous materials or the quantities thereof during the Term) in accordance with applicable SOPs and Article III and (ii) at Licensee’s cost and expense, remove, clean-up and remedy any hazardous materials in the Licensed Space or the Premises to the extent and in the manner required by any applicable law, if the release of such hazardous materials resulted from the action of Licensee, its employees, contractors, subcontractors, agents, licensees or invitees or occurred in the Dedicated Space.

Section 12.2    Licensee and its employees shall not generate, store, install, dispose of or otherwise handle in the Common Space any hazardous material.  Without limiting the effect of the preceding sentence, Licensee shall be responsible for proper labeling and storage of all hazardous materials generated, stored, installed, disposed of, or otherwise handled in the Licensed Space by Licensee and its employees, or in or around the Premises, by Licensee.  Licensee shall also be responsible to file with the appropriate local governmental authorities including the fire department required information regarding hazardous materials stored and used on the Licensed Space.  Licensee shall properly comply with “all right to know” requirements in accordance with applicable Legal Requirements.

Section 12.3    As a condition to and at the time of entering into this Agreement, Licensee shall complete and keep updated, TMC’s standard Environmental Questionnaire, a form of which will be provided to Licensee during orientation.

ARTICLE XIII.  Casualty and Condemnation.

In the event that all or a material portion of the Licensed Space or a material part of the Premises shall be (i) materially damaged by fire or other casualty, or (ii) acquired or condemned by any legal authority or for public use or purpose, then this Agreement shall terminate upon the date of such fire or casualty or such taking together with, except for those obligations which survive expiration of the Term, any and all of TMC’s and Licensee’s obligations hereunder as of the date of such taking.  TMC shall have, and Licensee waives and releases to TMC, all rights to claim compensation from the condemning authority as a result of any taking.

ARTICLE XIV.  Insurance.

Section 14.1    Licensee acknowledges that it has been advised that TMC’s insurance policies do not cover Licensee’s Property; accordingly, it shall be Licensee’s responsibility to obtain and maintain insurance covering Licensee’s Property. Licensee shall, prior to occupying the Licensed Space and throughout the Term and at its sole cost and expense, maintain in full force and effect insurance coverage for Licensee and Licensee’s activities and operations as more specifically set forth on Exhibit B.  Licensee shall provide TMC with a signed Certificate of Insurance evidencing that the required insurance under this Agreement is currently in effect.  TMC reserves the right to require the Licensee to update the Certificate of Insurance periodically during the term of this Agreement.  Upon execution of this Agreement, and upon each insurance policy renewal thereafter, Licensee shall furnish TMC with Certificates of Insurance evidencing compliance with all such requirements, in accordance with the notice requirements of Article XIX of this Agreement. All insurance required to be maintained by Licensee shall be with companies reasonably satisfactory to TMC and all liability insurance policies shall name TMC and all other TMC Parties (defined below) as an additional insured as their interests may appear.  Licensee shall use commercially reasonable efforts to obtain insurance that shall not be subject to cancellation or material amendment or modification except after at least thirty (30) days’ prior written notice to TMC.

Section 14.2    Licensee agrees that (insofar as and to the extent that such agreement may be effective without invalidating or making it impossible to secure insurance coverage from responsible insurance companies doing business in Texas) with respect to any property loss that is covered by insurance then being carried by Licensee, or which is required to be carried by Licensee, pursuant to the terms of this Agreement regardless of whether such insurance is actually then being carried by Licensee, the Licensee releases TMC and its respective contractors from any and all claims (including claims of negligence) with respect to such loss where such insurance is valid and collectible (or would have been valid and collectible if properly maintained) respecting any such loss only to the extent of proceeds actually received (or would have been received if such insurance were properly maintained). To the extent pursuant to this Agreement Licensee is exempt from maintaining property insurance, Licensee releases TMC and its respective contractors, from any loss or damage to Licensee’s Property (including claims of negligence).

Section 14.3    Notwithstanding anything in this Agreement to the contrary, Licensee shall cause its respective insurance carriers and any other party claiming by, through or under such carriers, by way of subrogation or otherwise, to waive and release any and all rights of recovery, claims, actions and causes of action against TMC and its Member Institutions and affiliates and their respective affiliates, principals, beneficiaries, partners, officers, directors, agents, contractors and employees, and other designees of TMC as the interest of such designees shall appear (collectively, “TMC Parties”), for any loss, cost, expense (including reasonable attorneys’ fees), damage, injury or illness, INCLUDING WITHOUT LIMITATION, ALL RIGHTS (BY WAY OF SUBROGATION OR OTHERWISE) OF RECOVERY, CLAIMS, ACTIONS AND CAUSES OF ACTION ARISING OUT OF THE NEGLIGENCE OF ANY OF THE TMC PARTIES, which loss or damage is (or would have been, had the insurance required by this Agreement been maintained) covered by insurance.

ARTICLE XV.  Indemnity.

Licensee shall indemnify, defend (with counsel reasonably approved by TMC), release and hold harmless the TMC Parties and each of them from and against any loss, cost, expense (including reasonable attorneys’ fees), damage, injury or illness, and any and all rights of recovery, claims, actions or causes of action therefore:

(i) arising in or about the Premises, the Licensed Space, the Building or the parking or other areas in and around the Building from (a) any act of negligence or willful misconduct of Licensee, anyone claiming through or under Licensee, or Licensee’s or such other party’s agents, contractors employees, invitees or guests, (b) any failure by Licensee to observe or perform any of the terms, covenants or conditions of this Agreement required to be observed or performed by Licensee, and (c) any event occurring at the Dedicated Space, or

(ii) resulting from Licensee’s use of the Premises, the Licensed Space, the Building or the parking or other areas in and around the Building,

EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF ANY INDEMNITEE, except to the extent any of the foregoing results from the gross negligence or willful misconduct of TMC or any other TMC Party. 

ARTICLE XVI.  Subordination.

This Agreement and the License and Licensee’s rights hereunder are subject and subordinate to all present and future ground leases, operating leases, superior leases, overriding leases and all mortgages and loan agreements to which the Premises is now or hereafter becomes subject or subordinate.  The provisions of this Article XVI shall be self-operative and no further instrument of subordination shall be required.  Within ten (10) days of request from TMC, Licensee will execute and provide to TMC, and any third party designated by TMC, any subordination, attornment or similar document describing the terms and status of this Agreement.

ARTICLE XVII.  Default/Remedies.

Section 17.1    If at any time prior to or during the Term, any one or more of the following events (the “Events of Default”) shall occur:  (i) if Licensee shall default in the payment when due of any installment of the Fee or in the payment when due of any other sums due TMC hereunder and the default continues for five (5) days following the due date, (ii) if any policy of insurance carried by or on behalf of TMC with respect to the Premises shall be canceled or rendered void or voidable by reason of the use by Licensee of the Licensed Space in violation of the restrictions provided in this Agreement and if Licensee shall fail to cease such use within two (2) business days after TMC shall have given Licensee a written notice specifying such default, (iii) if Licensee shall fail to comply with any term, covenant or condition of the Restrictive Covenants or with Article XII hereof, (iv) if Licensee shall file for bankruptcy, be declared insolvent, have a receiver appointed or assign substantially all of its assets to its creditors, or (v) if Licensee shall default in the observance or performance of any term, covenant or condition (other than the terms, covenants or conditions referred to in (i), (ii), (iii) or (iv) of this Section 17.1) of this Agreement to be observed or performed by Licensee, and Licensee shall fail to remedy such default within ten (10) days after written notice by TMC to Licensee of such default, TMC shall have the right, at TMC’s option, to either:  (a) terminate this Agreement, in which case Licensee shall immediately surrender the Licensed Space to TMC; or (b) terminate Licensee’s right to possession of the Licensed Space (without terminating this Agreement) in compliance with applicable Law and without prejudice to any other right or remedy, and TMC may accelerate all rents which are payable during the remainder of the Term, change the locks, without judicial process, and expel and remove Licensee, Licensee’s Property and any parties occupying all or any part of the Licensed Space provided that if TMC terminates Licensee’s possession of the Premises, TMC shall have no obligation to post any notice and TMC shall have no obligation whatsoever to tender to Licensee a key for new locks installed in the Licensed Space. Nothing contained in the foregoing shall in any way be construed to limit TMC’s right to pursue any and all remedies available under applicable law upon the occurrence of an Event of Default including legal proceedings to evict Licensee from the Licensed Space and/or to recover Fees and other damages.  To the extent permitted under applicable law, Licensee hereby expressly waives any and all rights Licensee may have under Sections 93.002 and 93.003 of the Texas Property Code (as amended or superseded from time to time) including without limitation its right to either recover possession of the Licensed Space or terminate this Agreement, and Licensee hereby waives any and all liens (whether statutory, contractual or constitutional) and offset rights it may have against TMC, including without limitation the rights conferred upon Licensee pursuant to Section 91.004 of the Texas Property Code, as amended or superseded from time to time, or other applicable law.  Notwithstanding the foregoing, in the event of a hazardous materials contamination or Licensee’s violation of Article XII of this Agreement, TMC shall have the right, in TMC’s sole discretion, to immediately terminate this Agreement, cause the Licensee to immediately cease operations in the Licensed Space, and/or cause the Licensee to immediately vacate the Licensed Space.  In addition to the foregoing, TMC may also terminate this Agreement pursuant to TMC’s express termination rights elsewhere in this Agreement.

Section 17.2    If Licensee fails to perform any obligation of Licensee within any applicable notice, grace or cure period, then TMC at its option may (without waiving any right or remedy for Licensee’s non-performance) at any time thereafter perform the obligation of Licensee for the account of Licensee.  Licensee shall upon demand reimburse TMC’s cost (including reasonable attorneys’ fees) of so performing on demand.  Notwithstanding any other provision concerning cure periods, TMC may cure any non-performance for the account of Licensee after such notice to Licensee, if any, as is reasonable under the circumstances if curing prior to the expiration of the applicable cure period is reasonably necessary to prevent damage to the Licensed Space, the Premises or the Building or injury to persons, or to protect TMC’s interest in the Licensed Space, the Premises or the Building.

ARTICLE XVIII.  Liability of TMC.

Section 18.1    TMC and the other TMC Parties shall not be liable to Licensee for any injury or damage to persons or property, any loss or claim or any interruption of Licensee’s operations or use of the Licensed Space or failure to provide Standard Services EVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF TMC OR ANY OTHER TMC PARTY unless any such injury, damage, loss, claim or interruption is due to TMC’s gross negligence or willful misconduct.  If there is any interruption of Standard Services, or of Licensee’s operations or use of the Licensed Space, then Licensee shall give TMC written notice thereof and a reasonable opportunity to correct such condition, and in the interim Licensee shall not claim that it has been constructively evicted or is entitled to an abatement of the Fee. To the extent permitted by applicable law, Licensee waives any right of offset against Licensee’s fee obligations that may be provided by any statute or rule of law in connection with TMC’s duties under this Agreement.

Section 18.2    Licensee agrees that, subject to the provisions of Article XI, nothing in this Agreement requires TMC to maintain in confidence any confidential information (including as contained in any documentation) provided to TMC by Licensee (directly or through any of its affiliated companies or third-party consultant or contractor, including a Third-Party Servicer), including information provided in or as part of the License Application or pursuant to Section 3.1 of this Agreement.  Licensee accepts all risk to it and its intellectual property interests associated with, and TMC shall have no liability arising from, any disclosure whatsoever, of any of Licensee’s confidential information (whether intentionally or unintentionally by Licensee or by any Person not authorized to access, use or disclose Licensee’s confidential information) to TMC or any of its affiliated companies, Other Licensees, third party consultants or contractors or any other Person, and Licensee hereby agrees to indemnify, release and hold the TMC Parties harmless with respect to all claims, losses, costs or expenses which relate to or arise in connection with any such disclosure of Licensee’s confidential information.  Notwithstanding the foregoing, the Parties agree and acknowledge that this Article XVIII shall not limit the rights and obligations of TMC (or an affiliate of TMC) and Licensee resulting from separate future written agreements, if any, that may be entered into between them, including but not limited to a confidentiality agreement to permit them to evaluate their respective technologies.

Section 18.3    Notwithstanding any other provision in this Agreement, Licensee acknowledges that TMC may be performing construction work in and around the Building while Licensee is occupying the Licensed Space, and that there will be Events occurring in the Licensed Space as well as Other Licensees, TMC personnel and others accessing the Licensed Space.  Licensee understands and acknowledges that such construction work may result in noise, vibration, dirt, dust and other circumstances commonly attendant to construction and that such Events and the activities of TMC, Other Licensees and others may result in noise, distractions and other circumstances associated with such Events and activities, and Licensee agrees that such construction, Events and activities shall not (i) constitute a breach by TMC under this Agreement; (ii) relieve Licensee of any obligation under this Agreement; and (iii) be deemed a constructive eviction of Licensee from the Licensed Space. LICENSEE HEREBY WAIVES ANY CLAIM OF INJURY OR INCONVENIENCE TO LICENSEE’S BUSINESS, INTERFERENCE WITH LICENSEE’S BUSINESS, LOSS OF OCCUPANCY OR QUIET ENJOYMENT OF THE LICENSED SPACE, OR ANY OTHER LOSS OCCASIONED BY THE PERFORMANCE OF CONSTRUCTION WORK OR THE OCCURRENCE OF ANY EVENTS OR OTHER ACTIVITIES, AND NO SUCH INJURY, INCONVENIENCE, INTERFERENCE, OR LOSS SHALL RELIEVE LICENSEE OF ANY OBLIGATIONS UNDER THIS AGREEMENT.

Section 18.4    Nothing contained in this Agreement shall be construed to create privity of estate or of contract between Licensee and TMC.

ARTICLE XIX.  Notices.

Any bills, statements, notices, demands, requests or other communications given or required to be given pursuant to this Agreement shall be effective only if rendered or given in writing, sent by (1) registered or certified mail, return receipt requested, (2) a nationally recognized courier service such as Federal Express or UPS, or (3) hand delivery (with a duplicate copy sent via either method described in (1) or (2) immediately above) addressed (a) if to Licensee, to the address for Licensee set forth in the Key Terms under “Licensee Contact Information” and (b) if to TMC, to Texas Medical Center, Attn:  Office of General Counsel, 2450 Holcombe Blvd, Suite 1, Houston, Texas 77021, Fax:  (713) 791-6447.  Any such demand, notice, communication or report shall be deemed to have been given pursuant to this Agreement, if sent by facsimile transmission, upon answer-back confirmation, and otherwise, upon delivery, refusal of delivery or when delivery is first attempted on a business day.  Either Party may at any time change its address for notification purposes by providing written notice stating the change and setting forth the new address.

ARTICLE XX.  Holdover.

In addition to and not in limitation of the provisions of Article IX of this Agreement, Licensee therefore agrees that if possession of the Dedicated Space in the condition required by this Agreement is not surrendered to TMC together with a cessation of use of the Common Space on the Termination Date, then Licensee will be an occupant-at-will and will pay TMC for any period during which Licensee holds over in the Licensed Space after the Termination Date, a rate equal to 200% of the then current monthly Fee hereunder pro-rated on a day-for-day basis for the period of such holdover.  Anything in this Agreement to the contrary notwithstanding, the acceptance of any fee shall not preclude TMC from commencing and prosecuting a holdover or summary eviction proceeding, TMC and Licensee hereby further agreeing that any statutory right to hold over beyond the Termination Date or sooner termination of this Agreement is hereby waived to the fullest extent permitted by the law.  Unless waived by TMC, Licensee will be considered a holdover licensee and the provisions of this Article XX shall apply until Licensee completes decommissioning of the Licensed Space pursuant to Section 9.1.

ARTICLE XXI.  Reserved.

ARTICLE XXII.  Role of Contractors.

Section 22.1     “Third-Party Servicer” means a third-party service provider engaged either by TMC or Licensee.  TMC shall be responsible for only those certain services that are provided by TMC directly or indirectly through a Third-Party Servicer engaged by TMC to provide, in a limited capacity, the Standard Services on TMC’s behalf as more specifically set forth in this Agreement.  TMC shall not be financially or otherwise responsible for any other services (“Non-Standard Services”) provided by any other party that are independent of those services provided pursuant to this Agreement.  Any Non-Standard Services that Licensee elects to receive from a Third-Party Servicer (“Licensee Third-Party Servicer”) shall be Licensee’s responsibility and shall be provided at Licensee’s sole cost and expense.  TMC does not recommend or suggest the services of any Third-Party Servicer, and Licensee hereby agrees to indemnify, release and hold TMC Parties harmless with respect to all claims, losses, costs or expenses pertaining to any services that Licensee receives from a Licensee Third-Party Servicer, including without limitation which relate to or arise in connection with this Agreement or any other services or products provided, or promised or agreed to be provided, by any Licensee Third-Party Servicer or its affiliates independently of the services to be provided by TMC under this Agreement, including, without limitation, any Licensee Third-Party Servicer’s failure to protect and maintain any of Licensee’s confidential or proprietary information. No Third-Party Servicer shall have any right or authority to make decisions for TMC, to bind TMC to any contract or arrangement or to amend or waive any of the terms and conditions of this Agreement.

Section 22.2    Licensee agrees that if it chooses to retain a Third-Party Servicer to provide any services independent from this Agreement, Licensee will indemnify and release TMC from any and all liability related to such Third-Party Servicer.  The terms of this Section 22.2 shall survive the expiration or earlier termination of the Term and this Agreement.

ARTICLE XXIII.  Parking and Traffic Demand Management.

Licensee and its employees will park in the areas serving the Building so designated from time to time by TMC as the parking areas for Licensee and Other Licensees.  Such parking areas will be non-exclusive.  Licensee’s guests and invitees shall park in the parking areas so designated from time to time by TMC as the parking areas for visitors.  Licensee shall require its employees to comply with all rules and regulations related to such parking and any applicable requirements set forth in the SOPs.  Parking is billed separately through LAZ Parking pursuant to their contract tenant rates. Visitor parking shall be provided subject to the availability of such visitor spaces.  Licensee acknowledges that the Building is subject to certain traffic demand management requirements and that, as from time to time requested by TMC, Licensee shall comply with and cause its employees to comply with any required traffic demand management program requirements applicable with respect to the Building.

ARTICLE XXIV.  Security.

TMC may but shall not be obligated to provide security (including security guards) at the Building and the Licensed Space.  Licensee shall comply with all security procedures and requirements including all applicable SOPs related to security.  Licensee shall cause all of its employees to wear their issued ID badges (or comply with similar security requirements) at all times while in the Licensed Space or in the Building.  Licensee and its employees, agents, invitees and guests shall not at any time attempt to access or enter any portion of the Building that is not part of the Licensed Space or a designated parking area.  Notwithstanding the fact that TMC may, in its sole discretion, provide security services at the Building or Licensed Space, from time to time during the Term, it has no duty or obligation to do so and Licensee is solely responsible for the security of its personal property and risk of loss. Licensee hereby releases TMC from any claim for injury to person or damage to property asserted by Licensee or any personnel, employee, guest, invitee or agent of Licensee that is suffered or occurs in or about the Licensed Space, the Premises, the Building or designated parking areas by reason of the act of any intruder or any third party in or about the Licensed Space, the Premises, the Building or designated parking areas.

ARTICLE XXV.  Limitations on Disclosure and Confidentiality; Licensee’s Intellectual Property.

Section 25.1    Except as provided otherwise in this Article XXV, Licensee, for the benefit of TMC, hereby agrees that it will not, either during or after the Term, issue or release, or cause or permit to be issued or released, to the public or the media, any press notices, publicity (oral or written) or advertising promotions relating to, or otherwise publicly announce or disclose, or cause or permit to be publicly announced or disclosed, or discuss in interviews with the media, in any manner whatsoever (including at trade shows and in industry and professional gatherings, events and publications) the existence, terms, conditions or substance of this Agreement or any information or details regarding TMC or any Other Licensee’s occupancy, activity or operations at the Premises (“Confidential Information”) without first obtaining the prior written consent of TMC, which consent may be withheld in its sole discretion.  Licensee is not authorized to invite any member of the press or media to the Premises or the Building for any purposes, including any interviews without first obtaining the prior written consent of TMC, which consent may be withheld in its sole discretion.  In addition, except as provided otherwise in this Article XXV, Licensee shall keep strictly confidential and not disclose any of the Confidential Information and shall not, unless Licensee is expressly authorized to do so in writing or specifically provided by TMC, access or attempt to access, the Confidential Information of TMC or access or attempt to access, the Confidential Information of any Other Licensee.  Licensee agrees to advise its employees, attorneys, accountants, professional consultants, advisors, financial advisors, investors and lenders (“Representatives”) of the confidentiality requirements of this Article XXV and to require all of the Representatives to abide by the terms hereof.   Nothing in this Agreement shall be construed, by implication or otherwise, as a grant by Licensee to TMC or any other party of a license or any other right to make, use or sell any product or service using the intellectual property of Licensee.

Section 25.2    It is understood and agreed that the foregoing shall not (a) preclude Licensee from discussing the substance or any relevant details of the Confidential Information, on a confidential basis with its Representatives, as the case may be, (b) prevent any Party hereto from complying with applicable laws, including, without limitation, governmental regulatory, disclosure, tax and reporting requirements, (c) prevent Licensee from contacting public agencies or governmental authorities in connection with any application for state or local permits related to Licensee’s operations at the Premises or (d) prevent any Party from disclosing Confidential Information to the extent required to enforce the terms of this Agreement.

Section 25.3    Licensee acknowledges that the covenants and agreements in this Article XXV are material inducements to TMC without which TMC would not have entered into this Agreement with Licensee and that this Article XXV contains reasonable protections for TMC against improper disclosure of potentially sensitive information.  Licensee agrees that any disclosure or use of the Confidential Information by itself or any of its Representatives not in accordance with the provisions of this Article XXV shall be in violation of this Agreement.  Licensee hereby agrees to indemnify, release and hold TMC harmless from and against any cost, damage, liability, loss or claim arising from violation of this Article XXV.  In addition to any other remedies available to TMC, TMC shall have the right to seek equitable relief, including, without limitation, injunctive relief or specific performance, against Licensee or its Representatives in order to enforce the provisions of Article XXV.

ARTICLE XXVI.  Miscellaneous.

Section 26.1    Notwithstanding any provision of this Agreement to the contrary, in no event shall TMC or any other TMC Party be responsible under or for breach of any provision of this Agreement for interruption or loss of business, income or profits, or any consequential, indirect, incidental or special damages.

Section 26.2    Except as expressly otherwise provided herein, this Agreement embodies and constitutes the entire understanding between the Parties with respect to the transaction contemplated herein.  This Agreement may not be modified or amended and Licensee’s obligations hereunder shall in no way be discharged, except as expressly provided in this Agreement or by written instrument executed by the Parties hereto.  This Agreement shall not be construed in any way to grant Licensee any leasehold or other real property interest in the Licensed Space.  This Agreement merely grants Licensee the right to enter upon, occupy and use the Licensed Space during the Term in accordance with the terms and conditions hereof.

Section 26.3    This Agreement shall be governed by and construed in accordance with the laws of the State of Texas (without regard to Texas’ principles of conflicts of laws).  Any legal proceedings arising out of or in connection with this Agreement shall be brought exclusively in the state or federal courts sitting in Harris County, Texas.  TMC shall be entitled to collect from Licensee reasonable attorneys’ fees associated with TMC’s enforcement of this Agreement.

Section 26.4    This Agreement shall not be binding or effective until this Agreement is executed and delivered by TMC and Licensee. This Agreement may be executed in several counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument.  The execution of this Agreement may be effected by electronically transmitted (email) or facsimile signatures, all of which shall be treated as originals.

Section 26.5    The term “business days” as used in this Agreement shall exclude Saturdays, Sundays and holidays and the term “holidays” as used in this Agreement shall mean New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving and Christmas Day.  The terms “Person” and “Persons” as used in this Agreement shall be deemed to include natural persons, firms, corporations, associations and any other private or public entities, whether any of the foregoing are acting on their own behalf or in a representative capacity.  Whenever the words “including”, “include” or “includes” are used in this Agreement, they shall be interpreted in a nonexclusive manner.  If any term, covenant or condition of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term, covenant or condition shall not be affected thereby.  This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted.  In the event of any action, suit, dispute or proceeding affecting the terms of this Agreement, no weight shall be given to any deletions or striking out of any of the terms of this Agreement contained in any draft of this Agreement and no such deletion or strike out shall be entered into evidence in any such action, suit or dispute or proceeding given any weight therein. Each Exhibit, Schedule and Annex attached to this Agreement is incorporated into, and is part of this, Agreement.  Subject to Article X, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective legal representatives, successors and assigns.

Section 26.6    TMC and Licensee each represents and warrants to the other that it has dealt with no broker, agent or finder in connection with this Agreement.  Each Party agrees to indemnify the other against any claim for commission or other compensation in connection with this Agreement made against the indemnified Party by any broker, agent or finder with whom the indemnifying Party has engaged, or is claimed to have engaged, in connection with this Agreement, and all costs, expenses and liabilities in connection therewith, including reasonable attorneys’ fees and disbursements incurred by the indemnified Party in the defense of any such claim.

Section 26.7    TMC and Licensee each represents and warrants to the other that it is authorized to enter into this Agreement and that the respective signatories hereto have been authorized to sign this Agreement.  Licensee represents and warrants to TMC that in entering into this Agreement, Licensee does not require consent from and is not violating any contractual obligation with any other party.

Section 26.8    Neither TMC nor Licensee shall have the right to record this Agreement or any memorandum thereof, except as provided in Article V.

Section 26.9    Licensee shall pay before past due and be liable for all ad valorem, rental, sales, use and other taxes and assessments, if any, imposed under applicable law upon, measured by or otherwise arising out of the Fee, or any other amount payable by Licensee under this Agreement or upon, measured by or otherwise arising out of this Agreement, the License, the Licensed Space, the Premises or any property of Licensee.

Section 26.10 Licensee acknowledges that it was afforded an adequate opportunity to read the Agreement and to consult with counsel of its choice as to the legal effect of the terms hereof prior to signing the Agreement.

Section 26.11 Expiration or termination of this Agreement for any reason will not affect (i) any right or obligation of any party which accrued or vested prior to such termination, or (ii) any continuing obligation, liability or responsibility under this Agreement which would otherwise by their nature survive termination of this Agreement including any obligation, liability or responsibility under Articles IX, XIII, XV, XVI, XX and XXII and under Section 26.6.

ANNEX I – Building Rules and Regulations

1. The sidewalks, halls, passages, exits, entrances, elevators and stairways of the Building shall not be obstructed by any Licensee, other Licensees or tenants in the Building (collectively, “Occupants”) or used by them for any purpose other than for ingress to and egress from their respective Licensed Space. The halls, passages, exits, entrances, elevators and stairways are not for the use of the general public, and Texas Medical Center (the “TMC”) shall, in all cases, retain the right to control and prevent access thereto of all persons whose presence, in the judgment of TMC, shall be prejudicial to the safety, character, reputation and interests of the Building and its Occupants; provided that nothing herein contained shall be construed to prevent such access to persons with whom any Occupant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. No Occupants and no employee, agent or invitee of any Occupant shall go upon the roof of the Building. The emergency stairwells of the Building shall not be obstructed by Occupants or used by Occupants or any Occupant’s agents, servants, employees, invitees or contractors or the public in general for any reason or purpose except as an escape route in the event of an emergency.
2. No sign, placard, picture, name, advertisement or notice, visible from the exterior of any Occupant’s premises shall be inscribed, painted, affixed or otherwise displayed by any Occupant on any part of the Building without the prior written consent of TMC, and TMC shall have the right to remove any such sign, placard, picture, name, advertisement or notice at the expense of the Occupant responsible for the installation of these items and without notice to such Occupant. If TMC shall have given its consent at any time, such consent shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by TMC and shall not be construed as dispensing with the necessity of obtaining the specific written consent of TMC with respect to each and every other sign, placard, picture, name, advertisement or notice. All approved signs or lettering shall be printed, painted, affixed or inscribed at the expense of the Occupant by a person approved by TMC.
3. No Occupant’s Licensed Space shall be used for the storage of merchandise or for lodging. No cooking, other than warming in microwave ovens, shall be done or permitted by any Occupant in the Building. The preparation of coffee, tea, hot chocolate and similar hot drinks for Occupants and their employees shall be permitted.  An Occupant shall be permitted to bring into its Licensed Space snacks and bottled drinking water for use by the Occupant and its employees.
4. No Occupant shall employ any person or persons other than the janitor of TMC for the purpose of cleaning its Licensed Workstation, unless otherwise agreed to by TMC in writing. Except with the written consent of TMC, no person or persons other than those approved by TMC shall be permitted to enter the Building for the purpose of cleaning the same. No Occupant shall cause any unnecessary labor by reason of the Occupant’s carelessness or indifference in the preservation of good order and cleanliness. TMC shall in no way be responsible to any Occupant for any loss of property in or around the Building or for any damage done to the furniture or other effects of any Occupant by the janitor or any other employee or any other person. Janitor service shall include ordinary dusting and cleaning by the janitor assigned to such work and shall not include shampooing of carpets or rugs or moving of furniture or other special services. Janitor services will not be furnished on nights when rooms are occupied after 9:30 P.M.
5. Other then as specifically permitted in the body of this Agreement, no animals, reptiles, birds, fish (or aquariums) or other non-human, non-plant living things shall be allowed in the offices, halls, corridors, elevators or elsewhere in the Building, except for dogs benefiting the physically disabled, such as seeing eye dogs.
6. All electric door locking device plans or proposals must be approved in writing by the City of Houston’s Building Department, as well as by TMC, prior to installation. All electric locks must have a key override so that TMC and/or its agents can gain access during an emergency.  Additionally, TMC shall choose the type of keyway used in the key override.
7. No Occupant shall use or keep in, on or about its Licensed Space or the Building any kerosene, gasoline or flammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by TMC. No Occupant shall use, keep or permit to be used or kept any foul or noxious gas or substance in, on or about its Licensed Space, or permit or suffer the Licensed Space to be occupied or used in a manner offensive or objectionable to TMC or other Occupants of the Building by reason of noise, odors, and/or vibrations, or interfere in any way with other Occupants or those having business therein.
8. In accordance with and pursuant to OSHA and EPA guidelines regarding asbestos containing materials, no Occupant shall cause to be open any part of the ceilings in the Building without having first received written permission from TMC. It is the intent of this policy to prevent any ceiling from being opened in leased or Licensed Space while occupied or in the public areas of the Building during business hours, and includes any action or penetration which would break the plane of the ceiling surface, no matter how slight.
9. TMC shall have the following rights, exercisable without notice and without liability to any Occupant for damage or injury to property, persons or business and without effecting an eviction or disturbance of any Occupant’s use or possession or giving rise to any claim for offset or abatement of rent:
10. To change the Building’s name and street address.
11. To install, affix and maintain any and all signs on the exterior and interior of the Building.
12. To control all internal lighting that may be visible from the Building exterior.
13. To retain at all times and to use in appropriate instances keys to all doors within and into each Occupant’s Licensed Workstation.
14. To decorate and to make repairs, alterations, additions, changes or improvements, whether structural or otherwise, in and about the Building or any part thereof, and to enter upon any Occupant’s Office for such purposes, to temporarily close doors, entryways, public space, corridors, interrupt or temporarily suspend Building services and facilities, change the arrangement and location of entrances, passageways, doors, elevators, shafts, stairs, toilets, etc., without abatement of amounts payable Occupant or affecting any obligations of any Occupant under its written agreement with TMC so long as the Occupant’s Licensed Space is reasonably accessible.
15. To bear and retain a permanent title to each Occupant’s Licensed Space free and clear of any act of the Occupant purporting to burden or encumber Occupant’s Licensed Space.
16. To grant to anyone the exclusive right to conduct any business or render any service in or to the Building, provided such exclusive right shall not operate to exclude an Occupant from the use expressly permitted in its written agreement with TMC.
17. To prohibit the placing of vending machines or dispensing machines of any kind in any portion of the Licensed Space without TMC’s written permission.
18. To take all reasonable measures as TMC may deem advisable for the security of the Building and its occupants, including, without limitation, the search of the Building and its Occupants and persons entering and leaving the Building, evacuation of the Building for cause, suspected cause or drill purposes, temporary denial of access to the Building and the closing of the Building after regular working hours.
19. To deny entrance to the Building or remove any person or persons (including Occupants and their employees, business invitees, visitors or any other persons) from the Building in any case where the conduct of such person involves a potential hazard, nuisance, unreasonable risk, or threat of bodily injury or harm to any Occupant or other party whose presence is permitted in the Building, or to the public, or in the event of any fire or other emergency, riot, civil commotion or similar disturbance involving a substantial risk of damage to the Building or bodily harm to the Occupants or their employees, business invitees, visitors or the general public. An unreasonable risk of bodily harm is to be determined by TMC in its sole discretion and shall include possessing or carrying a club, explosive, weapon, firearm, illegal knife, switchblade knife, hoax bomb, chemical dispensing device or zip gun (as those terms are defined in Section 46.01 of the Texas Penal Code).  TMC shall have the right at any time and from time to time to install and utilize metal detectors or similar security screening devices in the Building and to deny access to persons who create an unreasonable risk of bodily harm to Occupants or other persons lawfully present in the Building.
20. TMC reserves the right to exclude from the Building between the hours of 7:00 P.M. and 7:00 A.M. and at all hours on Saturdays and Sundays and legal holidays all persons who do not present either an access card issued by TMC or a pass to the Building signed by TMC. TMC will furnish a pass to each person for whom an Occupant requests a pass in writing. Each Occupant shall be responsible for all persons for whom it requests passes and shall be liable to TMC for all acts of such persons. TMC shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In the case of invasion, mob, riot, public excitement, or other circumstances rendering such action advisable in TMC’s opinion, TMC reserves the right to prevent access to the Building during the continuance of the same by such actions as TMC may deem appropriate, including closing and locking doors.
21. TMC, at its option, may include a Licensee’s name in the directory board for the Building or a directory of Licensees located in the Licensed Space. If applicable, such directory or directories will be provided at no charge. TMC reserves the right to exclude any names therefrom in its sole discretion.
22. No curtains, draperies, blinds, shutters, shades, screens or other coverings, hangings or decorations shall be attached to, hung or placed in, or used in connection with any window of the Building without the prior written consent of TMC. In any event, with the prior written consent of TMC, the above items shall be installed inboard of TMC’s standard window covering and shall in no way be visible from the exterior of the Building.
23. No Occupant shall obtain for use in its Licensed Space ice, drinking water, food, beverage, towel or other similar services or accept barbering or shoe shining services in its Licensed Space, except from persons authorized by TMC, and at hours and under regulations fixed by TMC, except as otherwise set forth in the Occupant’s written agreement with TMC.
24. Alcoholic beverages are to be served or consumed within the Licensed Space only for events held by TMC or with the prior written consent of TMC, which consent TMC may condition on the Occupant’s compliance with such requirements as TMC may establish for such events in its sole discretion.
25. To the extent applicable, each Occupant shall see that the doors of its Licensed Workstation are closed and securely locked and must observe strict care and caution that all water faucets, water apparatus and utilities are shut off before the Occupant or its employees leave the Occupant’s Office, so as to prevent waste or damage. On multiple-tenancy floors, all Occupants shall keep the door or doors to the Building corridors closed at all times except for ingress and egress.
26. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed. No foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Occupant who, or whose employees, agents or invitees, shall have caused it.
27. Except with the prior written consent of TMC, no Occupant shall sell or permit the sale of newspapers, magazines, periodicals, theater tickets or any other goods or merchandise in or on its Licensed Space, nor shall any Occupant carry on, permit or allow any employee or other person to carry on, the business of stenography, typewriting or any similar business in or from its Licensed Space for the services or accommodation of Occupants of any other portion of the Building.
28. No Occupant shall install any radio or television antenna, loudspeaker or other device on the roof or exterior walls of the Building. No Occupant shall install or use a garbage disposal unit that discharges into the sewer lines of the Building.
29. No hand trucks or dollies, except those approved by TMC, shall be used in any public space (including lobbies and elevators) of the Building by any Occupant. No other vehicles of any kind, including bicycles, shall be brought into the Building or kept in or about the Building by any Occupant, their employees, agents or invitees.
30. Each Occupant shall store all its trash and garbage within its Licensed Workstation (or as to co-working space, in that space). No material shall be placed in the trash boxes or receptacles that is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the City of Houston, without being in violation of any law or ordinance governing such disposal. All garbage and refuse disposal shall be made only through entryways and elevators provided for such purposes and at such times as TMC shall designate. Large containers and any non-compactible trash shall be kept in the Occupant’s Licensed Workstation until such time as the Occupant has made suitable arrangements for its removal.
31. Canvassing, soliciting and peddling in the Building are prohibited, and each Occupant shall cooperate to prevent the such activities.
32. The requirements of the Occupants will be attended to only upon application at the office of the Building. Employees of TMC shall not perform any work or do anything outside of their regular duties unless under special instructions from TMC.
33. TMC may waive any one or more of these Rules and Regulations for the benefit of any particular Occupant or Occupants, but no such waiver by TMC shall be construed as a waiver of the Rules and Regulations in favor of any other Occupant or Occupants, nor prevent TMC from thereafter enforcing any of the Rules and Regulations against any or all of the Occupants of the Building.
34. These Rules and Regulations are in addition to and shall not be construed in any way to modify, alter or amend, in whole or in part, the terms, covenants, agreements and conditions of any written agreement between TMC and Occupant.

TMC reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for the safety, care and cleanliness of the Building, and for the preservation of good order therein.