Common use of Fixed Rent Clause in Contracts

Fixed Rent. (a) Mesoblast shall pay Carlo Pazolini fixed rent (“Fixed Rent”) for the Subleased Premises, as follows: From the Commencement Date until the day immediately preceding the fourth (4th) anniversary of the Commencement Date, Nine Hundred Fifty-Three Thousand Sixty-Four Dollars ($953,064.00) per annum, payable in advance in monthly installments of Seventy-Nine Thousand Four Hundred Twenty Two and 00/100 Dollars ($79,422.00) on the Commencement Date and on the first day of each and every calendar month. From the fourth (4th) anniversary of the Commencement Date until the Expiration Date, Nine Hundred Ninety-Nine Thousand Nine Hundred Thirty-Six Dollars ($999,936.00) per annum, payable in advance in monthly installments of Eighty Three Thousand Three Hundred Twenty Eight and 00/100 Dollars ($83,328.00) on the first day of each and every calendar month. (b) Notwithstanding anything to the contrary in the foregoing, Mesoblast shall pay the first monthly installment of Fixed Rent upon the signing of this Sub-Sublease by Mesoblast. (c) The Fixed Rent for any portion of a calendar month falling within the Term shall be prorated. (d) Fixed Rent and Additional Rent (as hereinafter defined) shall be paid promptly when due, without notice or demand therefor (except as provided in Paragraph 4(c) below), and without deduction, abatement, counterclaim or setoff of any kind for any reason whatsoever. (e) Fixed Rent and Additional Rent shall be paid in lawful money of the United States by either (i) wire transfer in accordance with Carlo Pazolini’s instructions, or (ii) check drawn on a bank which is a member of the New York Clearing House Association to Carlo Pazolini at its address set forth in the preamble to this Sub-Sublease or at such other address as Carlo Pazolini may from time to time designate by notice to Mesoblast; provided, however, that, if requested by Carlo Pazolini, Mesoblast shall pay Fixed Rent and Additional Rent by direct remittance to a bank account of Carlo Pazolini which shall be designated by the Carlo Pazolini from time to time for such purpose. (f) Notwithstanding anything to the contrary contained in this Paragraph 3, provided that no Event of Default has occurred and is then continuing, the Fixed Rent for the first two (2) months of the Term shall be abated. To the extent the Commencement Date starts on a date other than the first day of the month, the abatement shall be prorated for the month in which the abatement expires, and Mesoblast shall pay to Carlo Pazolini Fixed Rent for the portion of such month after the date in which the abatement expires on the first day of such month.

Fixed Rent. (a) Mesoblast 5.1. During the Initial Term, commencing November 15, 2000, Lessee shall pay Carlo Pazolini fixed rent (“as Fixed Rent”, by way of checks made out to the order of Lessor (or as Lessor shall direct) for and mailed to Lessor at Lessor’s above-referenced office address (or to such person or address as may otherwise from time to time be directed by Lessor in writing) the Subleased Premises, as follows: From the Commencement Date until the day immediately preceding the fourth (4th) anniversary annual sum of the Commencement Date, Nine Hundred Fifty-Three Thousand Sixty-Four Dollars TWO HUNDRED ELEVEN THOUSAND TWO HUNDRED SEVENTY FIVE AND 00/100 ($953,064.00211,275.00) per annumDOLLARS, payable in advance on the first Business Day of each month, in equal monthly installments of Seventy-Nine Thousand Four Hundred Twenty Two and 00/100 Dollars SEVENTEEN THOUSAND SIX HUNDRED SIX AND 25/100 ($79,422.0017,606.25) on DOLLARS prorated for any partial month during the Commencement Date and on Initial Term. 5.2. In the event that Lessee shall exercise the first day Renewal Option pursuant to Section 23 below, then during the first Renewal Terra commencing July 1, 2006, Lessee shall pay as Fixed Rent, by way of each checks made out to the order of Lessor (or as Lessor shall direct) and every calendar month. From mailed to Lessor at Lessor’s above-referenced office address (or to such person or address as may otherwise from time to time be directed by Lessor in writing) the fourth (4th) anniversary annual sum of the Commencement Date until the Expiration Date, Nine Hundred NinetyTWO HUNDRED SEVENTEEN THOUSAND SIX HUNDRED-Nine Thousand Nine Hundred Thirty-Six Dollars THIRTEEN AND 25/100 ($999,936.00217,613.25) per annumDOLLARS, payable in advance on the first Business Day of each month, in equal monthly installments of Eighty Three Thousand Three Hundred Twenty Eight and 00/100 Dollars EIGHTEEN THOUSAND ONE HUNDRED-THIRTY FOUR AND 44/100 ($83,328.0018,134.44) on the first day of each and every calendar monthDOLLARS. (b) Notwithstanding anything 5.3. In the event that Lessee shall exercise the second Renewal Option pursuant to Section 23 below, then during the second Renewal Term commencing July 1, 2011, Lessee shall pay as Fixed Rent, by way of checks made out to the contrary in the foregoing, Mesoblast order of Lessor (or as Lessor shall pay the first monthly installment of Fixed Rent upon the signing of this Subdirect) and mailed to Lessor at Lessor’s above-Sublease by Mesoblast. referenced office address (c) The Fixed Rent for any portion of a calendar month falling within the Term shall be prorated. (d) Fixed Rent and Additional Rent (as hereinafter defined) shall be paid promptly when due, without notice or demand therefor (except as provided in Paragraph 4(c) below), and without deduction, abatement, counterclaim to such person or setoff of any kind for any reason whatsoever. (e) Fixed Rent and Additional Rent shall be paid in lawful money of the United States by either (i) wire transfer in accordance with Carlo Pazolini’s instructions, or (ii) check drawn on a bank which is a member of the New York Clearing House Association to Carlo Pazolini at its address set forth in the preamble to this Sub-Sublease or at such other address as Carlo Pazolini may otherwise from time to time designate be directed by notice to Mesoblast; providedLessor in writing) the annual sum of TWO HUNDRED TWENTY-FOUR THOUSAND ONE HUNDRED FORTY-ONE AND 65/100 ($224,141.65.00) DOLLARS, however, that, if requested by Carlo Pazolini, Mesoblast shall pay Fixed Rent and Additional Rent by direct remittance to a bank account of Carlo Pazolini which shall be designated by the Carlo Pazolini from time to time for such purpose. (f) Notwithstanding anything to the contrary contained payable in this Paragraph 3, provided that no Event of Default has occurred and is then continuing, the Fixed Rent for the first two (2) months of the Term shall be abated. To the extent the Commencement Date starts on a date other than the first day of the month, the abatement shall be prorated for the month in which the abatement expires, and Mesoblast shall pay to Carlo Pazolini Fixed Rent for the portion of such month after the date in which the abatement expires advance on the first day Business Day of such each month, in equal monthly installments of EIGHTEEN THOUSAND SIX HUNDRED SEVENTY-EIGHT AND 47/100 ($18,678.47) DOLLARS.

Fixed Rent. (a) Mesoblast Commencing on the Rent Commencement Date, Sublessee shall pay Carlo Pazolini fixed to Sublessor’s property manager, Colliers International, at ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other address or to such other property manager as Sublessor shall notify Sublessee in writing, the base monthly rent per rentable square foot of the Sublet Premises set forth below (the “Fixed Rent”): 1 through 12 $ 1.29 * 13 through 24 $ 1.33 25 through 36 $ 1.37 37 through 48 $ 1.41 49 through 60 $ 1.45 61 through 72 $ 1.50 73 through 84 $ 1.54 85 through 96 $ 1.59 97 through Expiration Date $ 1.63 * Subject to abatement as set forth below. Provided there is no continuing and uncured Event of Default (as defined below) for by Sublessee under this Sublease, Sublessor and Sublessee agree that commencing on the Subleased Premises, as follows: From the Rent Commencement Date and continuing until the day immediately preceding date which is twelve (12) months after the fourth Rent Commencement Date (4ththe “Rent Abatement Period”) anniversary Fixed Rent and Expenses and Taxes (defined below) shall be abated, except that Sublessee shall pay for all electricity and janitorial services provided to the Sublet Premises from and after the Delivery Date. If, at the expiration of the Commencement DateSublease Term, Nine Hundred Fifty-Three Thousand Sixty-Four Dollars ($953,064.00) per annumthere is no continuing and uncured Event of Default by Sublessee under this Sublease, Sublessor shall waive the payment of all such conditionally abated Fixed Rent and Expenses and Taxes. Should there be an Event of Default, at any time during the Sublease Term, and such Event of Default gives Sublessor the right to terminate this Sublease prior to September 30, 2018, pursuant to the express terms of this Sublease then the total amount of the conditionally abated Fixed Rent and Expenses and Taxes shall be immediately due and payable by Sublessee to Sublessor and Sublessee hereby waives any and all rights and defenses it may have with respect to any statute of limitations arising in advance connection with Sublessor’s exercise of its rights and remedies relating to the conditionally abated Fixed Rent and Expenses and Taxes. Subject to the abatement set forth above, Fixed Rent shall be payable in monthly installments of Seventy-Nine Thousand Four Hundred Twenty Two and 00/100 Dollars ($79,422.00) on in advance during the Commencement Date and Sublease Term on the first day of each and every calendar month, commencing on Rent Commencement Date. From Notwithstanding the fourth (4th) anniversary of the Commencement Date until the Expiration Dateabove, Nine Hundred Ninety-Nine Thousand Nine Hundred Thirty-Six Dollars ($999,936.00) per annum, payable in advance in monthly installments of Eighty Three Thousand Three Hundred Twenty Eight and 00/100 Dollars ($83,328.00) on the first day of each and every calendar month. (b) Notwithstanding anything to the contrary in the foregoing, Mesoblast Sublessee shall pay the first monthly installment of Fixed Rent upon the signing of this Sub-Sublease by Mesoblast. (c) The Fixed Rent for any portion of a calendar month falling within the Term shall be prorated. (d) Fixed Rent and Additional Rent (as hereinafter defined) shall be paid promptly when due, without notice or demand therefor (except as provided in Paragraph 4(c) below), and without deduction, abatement, counterclaim or setoff of any kind for any reason whatsoever. (e) Fixed Rent and Additional Rent shall be paid in lawful money of the United States by either (i) wire transfer in accordance with Carlo Pazolini’s instructions, or (ii) check drawn on a bank which is a member of the New York Clearing House Association to Carlo Pazolini at its address set forth in the preamble to this Sub-Sublease or at such other address as Carlo Pazolini may from time to time designate by notice to Mesoblast; provided, however, that, if requested by Carlo Pazolini, Mesoblast shall pay Fixed Rent and Additional Rent by direct remittance to a bank account of Carlo Pazolini which shall be designated by the Carlo Pazolini from time to time for such purpose. (f) Notwithstanding anything to the contrary contained in this Paragraph 3, provided that no Event of Default has occurred and is then continuing, the Fixed Rent for the first two thirteenth (213th) months month of the Sublease Term shall be abated. To the extent the Commencement Date starts on a date other than the first day of the month, the abatement shall be prorated for the month in which the abatement expires, and Mesoblast shall pay to Carlo Pazolini Fixed Rent for the portion of such month after the date in which the abatement expires on the first day of such monthEffective Date.

Fixed Rent. A. The Lease is made at the following annual rental rates (a) Mesoblast shall pay Carlo Pazolini fixed rent (referred to as “Fixed Rent”): 1. FOURTEEN THOUSAND TWO HUNDRED FORTY-SEVEN AND 00/100 ($14,247.00) for DOLLARS with respect to the Subleased Premises, period (referred to as follows: From the “First Rent Period”) from the Commencement Date until to and including the day date immediately preceding the fourth day which is three (4th3) anniversary of months immediately following the Commencement Date, Nine Hundred Fifty; and 2. TWO HUNDRED EIGHT THOUSAND NINE HUNDRED FIFTY-Three Thousand Sixty-Four Dollars SIX AND 00/100 ($953,064.00208,956.00) per annum, payable in advance in monthly installments of Seventy-Nine Thousand Four Hundred Twenty Two and 00/100 Dollars ($79,422.00) on DOLLARS with respect to the Commencement Date and on the first day of each and every calendar month. From the fourth (4th) anniversary remainder of the Commencement Date until Demised Term (referred to as the Expiration Date, Nine Hundred Ninety-Nine Thousand Nine Hundred Thirty-Six Dollars ($999,936.00) per annum, payable in advance in monthly installments of Eighty Three Thousand Three Hundred Twenty Eight and 00/100 Dollars ($83,328.00) on the first day of each and every calendar month“Second Rent Period”). (b) Notwithstanding anything to the contrary in the foregoing, Mesoblast shall pay the first monthly installment of Fixed Rent upon the signing of this Sub-Sublease by Mesoblast. (ci) The Fixed Rent for Rent, any portion of a calendar month falling within increases in the Term shall be prorated. (d) Fixed Rent and Additional Rent (as hereinafter defined) any additional rent payable pursuant to the provisions of this Lease shall be paid promptly when due, without payable by Tenant to Owner at its office (or at such other place as Owner may designate in a notice or demand therefor (except as provided in Paragraph 4(cto Tenant) below), and without deduction, abatement, counterclaim or setoff of any kind for any reason whatsoever. (e) Fixed Rent and Additional Rent shall be paid in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment or by either (i) wire transfer in accordance with Carlo PazoliniTenant’s instructions, or (ii) good check drawn on a bank or trust company whose principal office is located in New York City and which is a member of the The Clearing House Association L.L.C. without prior demand therefor and without any offset or deduction whatsoever except as otherwise specifically provided in this Lease, subject to the terms and conditions of Subsection B(ii) of this Section 1.03. Notwithstanding the foregoing, Tenant may pay the monthly installments of Fixed Rent set forth in this Section 1.03B(i), and any increases in Fixed Rent pursuant to Article 23 which are billed to Tenant at the same time as such monthly installments of Fixed Rent, and any additional rent then due and payable by wire transfer to the account of Owner, provided that (a) Tenant shall give Owner thirty (30) days’ prior written notice of Tenant’s intent to pay such sums via wire transfer at the time Tenant first elects to do same, (b) Tenant shall give a confirmation of such wire transfer as soon as possible to Owner’s e-mail address ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ (or any other e-mail address of which Owner gives Tenant notice), and (c) such wire transfer shall be received by Owner no later than two (2) days after the date upon which such sums are due and payable. The Fixed Rent shall be payable in equal monthly installments in advance, on the first (1st) day of each month during the Demised Term (except as otherwise provided in Subsection C of this Section) as follows: 1. ONE THOUSAND ONE HUNDRED EIGHTY-SEVEN AND 25/100 ($1,187.25) DOLLARS with respect to the First Rent Period; and 2. SEVENTEEN THOUSAND FOUR HUNDRED THIRTEEN AND 00/100 ($17,413.00) DOLLARS with respect to the Second Rent Period. (ii) Supplementing the provisions of Subsection B(i) of Section 1.03, all checks or drafts given by Tenant to Owner in payment of Fixed Rent, increases thereof or additional rent or other charges due Owner under this Lease may, in lieu of being drawn on a bank or trust company that is a member of the New York Clearing House Association to Carlo Pazolini at its address set forth in the preamble to this SubClearinghouse Association, be drawn on Silicon Valley Bank, a California-Sublease or at such other address as Carlo Pazolini may from time to time designate by notice to Mesoblast; provided, however, that, if requested by Carlo Pazolini, Mesoblast shall pay Fixed Rent and Additional Rent by direct remittance to a bank account of Carlo Pazolini which shall be designated by the Carlo Pazolini from time to time for such purposechartered bank. (f) Notwithstanding anything to the contrary contained in this Paragraph 3, provided that no Event of Default has occurred and is then continuing, the Fixed Rent for the first two (2) months of the Term shall be abated. To the extent the Commencement Date starts on a date other than the first day of the month, the abatement shall be prorated for the month in which the abatement expires, and Mesoblast shall pay to Carlo Pazolini Fixed Rent for the portion of such month after the date in which the abatement expires on the first day of such month.

Fixed Rent. (a) Mesoblast shall pay Carlo Pazolini fixed rent (“Fixed Rent”) for A. Effective throughout the Subleased Premises, as follows: From the Commencement Date until the day immediately preceding the fourth (4th) anniversary of the Commencement Date, Nine Hundred Fifty-Three Thousand Sixty-Four Dollars ($953,064.00) per annum, payable in advance in monthly installments of Seventy-Nine Thousand Four Hundred Twenty Two and 00/100 Dollars ($79,422.00) period commencing on the Extension Term Commencement Date and ending on the first day of each and every calendar month. From the fourth (4th) anniversary of the Commencement Date until the Expiration Date, Nine Hundred Ninety-Nine Thousand Nine Hundred Thirty-Six Dollars ($999,936.00) per annumboth dates inclusive, the annual fixed rent payable in advance in monthly installments of Eighty Three Thousand Three Hundred Twenty Eight and 00/100 Dollars ($83,328.00) on the first day of each and every calendar month. (b) Notwithstanding anything pursuant to the contrary Lease in connection with the foregoingOriginal Premises, Mesoblast shall pay the first monthly installment of Fixed Rent upon the signing of this Sub-Sublease by Mesoblast. (c) The Fixed Rent for any portion of a calendar month falling within the Term shall be prorated. (d) Fixed Rent and Additional Rent (as hereinafter defined) shall be paid promptly when due, without notice or demand therefor (except subject to 55 adjustment as provided in Paragraph 4(cthe Lease and increase in connection with the addition of the Additional Premises as hereinafter provided, shall be as follows: i. the annual fixed rent for the Original Premises shall be the sum of THREE HUNDRED EIGHTY-ONE THOUSAND SIX HUNDRED NINETY-SIX AND 00/100 ($381,696.00) below)DOLLARS per annum ($31,808.00 per month) for the period commencing on the Extension Term Commencement Date and ending November 30, 2004, both dates inclusive; and ii. the annual fixed rent for the Original Premises shall be the sum of FOUR HUNDRED EIGHT THOUSAND NINE HUNDRED SIXTY AND 00/100 ($408,960.00) DOLLARS per annum ($34,080.00 per month) for the period commencing on December 1, 2004 and without deductionending on the Expiration Date, abatement, counterclaim or setoff of any kind for any reason whatsoeverboth dates inclusive. (e) Fixed Rent B. Effective throughout the period commencing on the Additional Premises Commencement Date and Additional Rent ending on the Expiration Date, both dates inclusive, the annual fixed rent payable pursuant to the Lease, as modified pursuant to Paragraph A of this Article 4 and subject to adjustment as provided in the Lease, shall be paid increased in lawful money respect of the United States by either (i) wire transfer in accordance with Carlo Pazolini’s instructions, or (ii) check drawn on a bank which is a member addition of the New York Clearing House Association Additional Premises as follows (which increases shall herein be referred to Carlo Pazolini at its address set forth in as the preamble to this Sub-Sublease or at such other address as Carlo Pazolini may from time to time designate by notice to Mesoblast; provided, however, that, if requested by Carlo Pazolini, Mesoblast shall pay Fixed Rent and Additional Rent by direct remittance to a bank account of Carlo Pazolini which "FIXED A/P RENT"): i. the annual fixed rent shall be designated increased by the Carlo Pazolini from time to time for such purpose. amount of SIX HUNDRED TWENTY-ONE THOUSAND FOUR HUNDRED AND 00/100 (f$621,400.00) Notwithstanding anything to the contrary contained in this Paragraph 3, provided that no Event of Default has occurred and is then continuing, the Fixed Rent DOLLARS per annum ($51,783.33 per month) for the first two (2) months of period commencing on the Term Additional Premises Commencement Date and ending on April 30, 2000, both dates inclusive; ii. the annual fixed rent shall be abatedincreased by the amount of SIX HUNDRED SIXTY-NINE THOUSAND TWO HUNDRED AND 00/100 ($669,200.00) DOLLARS per annum ($55,766.67 per month) for the period commencing on May 1, 2000 and ending on April 30, 2005, both dates inclusive; and iii. To the extent the Commencement Date starts on a date other than the first day of the month, the abatement annual fixed rent shall be prorated increased by the amount of SEVEN HUNDRED SEVENTEEN THOUSAND AND 00/100 ($717,000.00) DOLLARS per annum ($59,750.00 per month) for the month in which the abatement expiresperiod commencing May 1, 2005 and Mesoblast shall pay to Carlo Pazolini Fixed Rent for the portion of such month after the date in which the abatement expires ending on the first day of such monthExpiration Date.

Fixed Rent. (a) Mesoblast Subtenant shall pay Carlo Pazolini to Sublandlord fixed rent (the “Sublease Fixed Rent”) for without prior demand, offset, abatement or deduction except as expressly provided in this Sublease, at Sublandlord’s office provided therefor in Section 6 hereof (or such other location as Sublandlord shall designate in writing), in the Subleased Premisesfollowing amounts and upon the following dates: (i) Upon the later of (i) execution hereof by Subtenant and Sublandlord or (ii) Landlord’s written approval and execution of that certain Consent to Sublease, Non Disturbance and Attornment Agreement, the form of which is attached hereto as follows: From Exhibit ”C” (the Commencement Date until “Landlord Recognition Agreement”), the day immediately preceding execution of which by Prime Landlord is a condition to Subtenant’s obligations hereunder, the fourth sum of $[…***…] (4thwhich represents the first monthly Sublease Fixed Rent payment and a security deposit equal to one month’s Sublease Fixed Rent; (ii) anniversary of For the Commencement Dateperiod from September 1, Nine Hundred Fifty-Three Thousand Sixty-Four Dollars ($953,064.00) per annum2004 to April 30, payable in advance in 2005, equal monthly installments of Seventy-Nine Thousand Four Hundred Twenty Two and 00/100 Dollars ($79,422.00) […***…], in advance on the Commencement Date and on or before the first day of each and every calendar month. From ; (iii) For the fourth (4th) anniversary of the Commencement Date until the Expiration Dateperiod from May 1, Nine Hundred Ninety-Nine Thousand Nine Hundred Thirty-Six Dollars ($999,936.00) per annum2005 to April 30, payable in advance in 2006, equal monthly installments of Eighty Three Thousand Three Hundred Twenty Eight and 00/100 Dollars ($83,328.00) […***…], in advance on or before the first day of each and every calendar month.; (biv) Notwithstanding anything For the period from May 1, 2006 to the contrary April 30, 2007, equal monthly installments of $[…***…] in the foregoing, Mesoblast shall pay the first monthly installment of Fixed Rent upon the signing of this Sub-Sublease by Mesoblast. (c) The Fixed Rent for any portion of a calendar month falling within the Term shall be prorated. (d) Fixed Rent and Additional Rent (as hereinafter defined) shall be paid promptly when due, without notice advance on or demand therefor (except as provided in Paragraph 4(c) below), and without deduction, abatement, counterclaim or setoff of any kind for any reason whatsoever. (e) Fixed Rent and Additional Rent shall be paid in lawful money of the United States by either (i) wire transfer in accordance with Carlo Pazolini’s instructions, or (ii) check drawn on a bank which is a member of the New York Clearing House Association to Carlo Pazolini at its address set forth in the preamble to this Sub-Sublease or at such other address as Carlo Pazolini may from time to time designate by notice to Mesoblast; provided, however, that, if requested by Carlo Pazolini, Mesoblast shall pay Fixed Rent and Additional Rent by direct remittance to a bank account of Carlo Pazolini which shall be designated by the Carlo Pazolini from time to time for such purpose. (f) Notwithstanding anything to the contrary contained in this Paragraph 3, provided that no Event of Default has occurred and is then continuing, the Fixed Rent for the first two (2) months of the Term shall be abated. To the extent the Commencement Date starts on a date other than before the first day of each month; (v) For the monthperiod from May 1, the abatement shall be prorated for the month 2007 to April 30, 2008, equal monthly installments of $[…***…] in which the abatement expires, and Mesoblast shall pay to Carlo Pazolini Fixed Rent for the portion of such month after the date in which the abatement expires advance on or before the first day of such each month; (vi) For the period from May 1, 2008 to April 30, 2009, equal monthly installments of $[…***…] in advance on or before the first day of each month; (vii) For the period from May 1, 2009 to June 30, 2009, equal monthly installments of $[…***…] in advance on or before the fast day of each month, partial months to be prorated; (viii) For the period from July 1, 2009 through July 31, 2009, the sum of $[…***…]; and (ix) For the period from August 1, 2009 through Sublease Expiration Date (i.e. August 31, 2009) […***…].

Fixed Rent. (a) Mesoblast Tenant shall pay Carlo Pazolini fixed rent Landlord during the first Lease Year of the Initial Term, without notice or demand, in lawful money of the United States of America, a net annual rental equal to Two Million Three Hundred Thirty-Five Thousand Dollars ($2,335,000.00) (the “Fixed Rent”). For each successive Lease Year during the Initial Term and, if applicable, the Renewal Term, the Fixed Rent shall be equal to the product of (a) the Fixed Rent for the Subleased Premises, as follows: From the Commencement Date until the day immediately preceding Lease Year multiplied by (b) the fourth CPI Adjustment Factor, provided that in no event will the Fixed Rent ever be an amount less than the initial annual Fixed Rent of Two Million Three Hundred Thirty-Five Thousand Dollars (4th$2,335,000.00). The foregoing notwithstanding, at any time mutually agreed upon by Landlord and Tenant, so long as such time occurs prior to the expiration of the ninth (9th) Lease Year of the Term and so long as the Tower construction appears likely to be completed by Landlord on or before the tenth (10th) anniversary of the Commencement Date, Nine Hundred Fifty-Three Thousand Sixty-Four Dollars Landlord and Tenant may engage the Valuation Consultant to determine the fair market rent for the Premises, inclusive of the Tower, assuming, for purposes of such determination, that the Tower were then completed with all Approvals issued for its opening and operation ($953,064.00) per annumthe “Adjusted Fixed Rent”). Provided that this Lease has not earlier terminated, payable in advance in monthly installments of Seventy-Nine Thousand Four Hundred Twenty Two and 00/100 Dollars ($79,422.00) on the Commencement Date and on the first day later of each and every calendar month. From the fourth (4th) anniversary of the Commencement Date until the Expiration Date, Nine Hundred Ninety-Nine Thousand Nine Hundred Thirty-Six Dollars ($999,936.00) per annum, payable in advance in monthly installments of Eighty Three Thousand Three Hundred Twenty Eight and 00/100 Dollars ($83,328.00) on the first day of each and every calendar month. (b) Notwithstanding anything to the contrary in the foregoing, Mesoblast shall pay the first monthly installment of Fixed Rent upon the signing of this Sub-Sublease by Mesoblast. (c) The Fixed Rent for any portion of a calendar month falling within the Term shall be prorated. (d) Fixed Rent and Additional Rent (as hereinafter defined) shall be paid promptly when due, without notice or demand therefor (except as provided in Paragraph 4(c) below), and without deduction, abatement, counterclaim or setoff of any kind for any reason whatsoever. (e) Fixed Rent and Additional Rent shall be paid in lawful money of the United States by either (i) wire transfer in accordance with Carlo Pazolini’s instructions, or (ii) check drawn on a bank which is a member of the New York Clearing House Association to Carlo Pazolini at its address set forth in the preamble to this Sub-Sublease or at such other address as Carlo Pazolini may from time to time designate by notice to Mesoblast; provided, however, that, if requested by Carlo Pazolini, Mesoblast shall pay Fixed Rent and Additional Rent by direct remittance to a bank account of Carlo Pazolini which shall be designated by the Carlo Pazolini from time to time for such purpose. (f) Notwithstanding anything to the contrary contained in this Paragraph 3, provided that no Event of Default has occurred and is then continuing, the Fixed Rent for the first two (2) months of the Term shall be abated. To the extent the Commencement Date starts on a date other than the first day of the monthSecond Renewal Term and (ii) the date on which the construction of the Tower is fully completed and all Approvals have been issued for its opening and operation by Tenant together with the rest of the Premises pursuant to this Lease, the abatement Fixed Rent shall be prorated for adjusted to be equal to the month Adjusted Fixed Rent, with subsequent annual adjustments as described in which the abatement expires, and Mesoblast shall pay to Carlo Pazolini Fixed Rent for the portion second sentence of such month after the date in which the abatement expires on the first day of such monththis Section 3.1.

Fixed Rent. (a) Mesoblast TENANT shall pay Carlo Pazolini fixed rent (to LANDLORD, for all leased areas as defined in Exhibit C attached hereto and made a part hereof, as “Fixed Annual Rent”) ” for the Subleased Premises, without notice, set-off, counterclaim, deduction or demand as follows: From the Commencement Date until the day immediately preceding the fourth First Lease Year: ▇▇▇▇ ▇▇▇▇▇▇; Lease Year Two (4th) anniversary of the Commencement Date2): SEVEN THOUSAND, Nine Hundred Fifty-Three Thousand Sixty-Four Dollars EIGHT HUNDRED NINETY AND 75/100 DOLLARS ($953,064.007,890.75). Lease Year Three (3): FIFTEEN THOUSAND, SEVEN HUNDRED EIGHTY-ONE AND 50/100 DOLLARS ($15,781.50); Lease Year Four (4): TWENTY THREE THOUSAND, SIX HUNDRED SEVENTY-TWO AND 25/100 DOLLARS ($23,672.25); Lease Year Five (5): THIRTY ONE THOUSAND, FIVE HUNDRED SIXTY-THREE AND 00/100 DOLLARS ($31,563.00). (b) per annum, Fixed Annual Rent shall be payable in advance in twelve (12) equal monthly installments of Seventy-Nine Thousand Four Hundred Twenty Two and 00/100 Dollars ($79,422.00) beginning on the Lease Commencement Date and thereafter monthly, in advance, on the first day of each and every calendar month. From month (“Due Date”) during the fourth Lease Term (4th) anniversary of the Commencement Date until the Expiration Date, Nine Hundred Ninety-Nine Thousand Nine Hundred Thirty-Six Dollars ($999,936.00) per annum, payable in advance in monthly installments of Eighty Three Thousand Three Hundred Twenty Eight and 00/100 Dollars ($83,328.00) on the first day of each and every calendar month. (b) Notwithstanding anything to the contrary in the foregoing, Mesoblast shall pay the first such monthly installment of being referred to herein as “Fixed Rent upon Monthly Rent”). Concurrently with the signing of this Sub-Sublease Lease, TENANT shall pay to LANDLORD a sum equal to one (1) month’s Fixed Monthly Rent, which sum shall be credited by MesoblastLANDLORD against the Fixed Monthly Rent due for the first (1st) full calendar month of the Lease Term for which Fixed Annual Rent is payable. (c) The Fixed Rent All remittances for any portion of a calendar month falling within the Term rents, fees, and charges shall be prorated. (d) Fixed Rent made payable to the “City of McAllen” and Additional Rent (as hereinafter defined) shall be paid promptly when due, without notice or demand therefor (except as provided in Paragraph 4(c) below), and without deduction, abatement, counterclaim or setoff of any kind for any reason whatsoever. (e) Fixed Rent and Additional Rent shall be paid in lawful money remitted to the office of the United States by either (i) wire transfer in accordance with Carlo Pazolini’s instructionsTransit Director or his/her designee, or (ii) check drawn on a bank which is a member of the New York Clearing House Association to Carlo Pazolini at its address set forth in the preamble to this Sub-Sublease or at such other address as Carlo Pazolini may from time to time designate by notice to Mesoblast; providedMcAllen Downtown Parking Garage, however▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, that▇▇▇▇▇▇▇, if requested by Carlo Pazolini, Mesoblast shall pay Fixed Rent and Additional Rent by direct remittance to a bank account of Carlo Pazolini which shall be designated by the Carlo Pazolini from time to time for such purpose▇▇▇▇▇ ▇▇▇▇▇. (f) Notwithstanding anything to the contrary contained in this Paragraph 3, provided that no Event of Default has occurred and is then continuing, the Fixed Rent for the first two (2) months of the Term shall be abated. To the extent the Commencement Date starts on a date other than the first day of the month, the abatement shall be prorated for the month in which the abatement expires, and Mesoblast shall pay to Carlo Pazolini Fixed Rent for the portion of such month after the date in which the abatement expires on the first day of such month.

Fixed Rent. (a) Mesoblast Except as provided in Section 9(b), Subtenant ---------- shall pay Carlo Pazolini fixed to Sublessor rent (“herein called "Fixed Rent”") for hereunder at the Subleased Premises, as follows: From the Commencement Date until the day immediately preceding the fourth (4th) anniversary rate of the Commencement Date, Nine Three Hundred Fifty-Three Fifty Thousand Sixty-Four Dollars ($953,064.00) per annum, payable in advance in monthly installments of Seventy-Nine Thousand Four Seven Hundred Twenty Two Fifty and 00/100 Dollars ($79,422.00350,750.00) per annum in equal monthly installments of Twenty-Nine Thousand Two Hundred Twenty-Nine and 16/100 Dollars ($29,229.16) in advance on the first day of each month during the term of this Sublease, commencing on the Commencement Date (such date is referred to herein as the "Rent Commencement Date"). (b) Sublessor shall ▇▇▇▇▇ one hundred percent (100%) of the monthly Fixed Rent for the first eight full months and the thirteenth month of the term of this Sublease. (c) Fixed Rent shall be paid in advance to Sublessor on the first day of each and every calendar month. From month during the fourth (4th) anniversary of the Commencement Date until the Expiration Date, Nine Hundred Ninety-Nine Thousand Nine Hundred Thirty-Six Dollars ($999,936.00) per annum, payable in advance in monthly installments of Eighty Three Thousand Three Hundred Twenty Eight and 00/100 Dollars ($83,328.00) on the first day of each and every calendar month. (b) Notwithstanding anything to the contrary in the foregoing, Mesoblast shall pay the first monthly installment of Fixed Rent upon the signing term of this Sub-Sublease by Mesoblast. (c) The Fixed Rent for any portion of a calendar month falling within the Term shall be prorated. (d) Fixed Rent and Additional Rent (as hereinafter defined) shall be paid promptly when due, without notice or demand therefor (except as provided in Paragraph 4(c) below), and without deduction, abatement, counterclaim or setoff of any kind for any reason whatsoever. (e) Fixed Rent and Additional Rent shall be paid in lawful money of the United States by either (i) wire transfer in accordance with Carlo Pazolini’s instructions, or (ii) check drawn on a bank which is a member of the New York Clearing House Association to Carlo Pazolini at its the address of Sublessor set forth in the preamble first paragraph of this Sublease to this Sub-Sublease the attention of the Secretary and Manager of Facilities, or to such other person and/or at such other address as Carlo Pazolini Sublessor may from time to time designate by notice in writing to Mesoblast; provided, however, that, if requested Subtenant. All other amounts payable by Carlo Pazolini, Mesoblast shall pay Fixed Rent and Subtenant to Sublessor under the terms of this Sublease (hereinafter called "Additional Rent by direct remittance to a bank account of Carlo Pazolini which Charges") shall be designated by paid within ten (10) days of notice of same from Sublessor to Subtenant in the Carlo Pazolini from time to time manner set forth aforesaid. If for such purpose. (f) Notwithstanding anything to any reason whatsoever the contrary contained in term of this Paragraph 3, provided that no Event of Default has occurred and is then continuing, the Fixed Rent for the first two (2) months of the Term Sublease shall expire or be abated. To the extent the Commencement Date starts sooner terminated on a date other than which is not the first last day of the month, the abatement Fixed Rent shall be prorated for based upon the month number of days in which the abatement expiresany such month. Fixed Rent and Additional Charges shall be paid promptly when due, without notice or demand therefor, and Mesoblast without deduction, abatement, counterclaim or setoff of any amount or for any reason whatsoever. Unless otherwise expressly permitted pursuant to the terms of this Sublease, no payment by Subtenant or receipt by Sublessor of any lesser amount than the amount stipulated to be paid hereunder shall pay to Carlo Pazolini be deemed other than on account of the earliest stipulated Fixed Rent for or Additional Charges, nor shall any endorsement or statement on any check or letter be deemed an accord and satisfaction, and Sublessor may accept any check or payment without prejudice to Sublessor's right to recover the portion of such month after the date in which the abatement expires on the first day of such monthbalance due, if any, or to pursue any other remedy available to Sublessor.

Fixed Rent. (a) Mesoblast Tenant shall pay Carlo Pazolini fixed rent Landlord during the first Lease Year of the Initial Term, without notice or demand, in lawful money of the United States of America, a net annual rental equal to Two Million Three Hundred Thirty-Five Thousand Dollars ($2,335,000.00) (the “Fixed Rent”). For each successive Lease Year during the Initial Term and, if applicable, the Renewal Term, the Fixed Rent shall be equal to the product of (a) the Fixed Rent for the Subleased Premises, as follows: From the Commencement Date until the day immediately preceding Lease Year multiplied by (b) the fourth CPI Adjustment Factor, provided that in no event will the Fixed Rent ever be an amount less than the initial annual Fixed Rent of Two Million Three Hundred Thirty-Five Thousand Dollars (4th$2,335,000.00). The foregoing notwithstanding, at any time mutually agreed upon by Landlord and Tenant, so long as such time occurs prior to the expiration of the ninth (9th) Lease Year of the Term and so long as the Tower construction appears likely to be completed by Landlord on or before the tenth (10th) anniversary of the Commencement Date, Nine Hundred Fifty-Three Thousand Sixty-Four Dollars Landlord and Tenant may engage the Valuation Consultant to determine the fair market rent for the Premises, inclusive of the Tower, assuming, for purposes of such determination, that the Tower were then completed with all Approvals issued for its opening and operation ($953,064.00) per annumthe “Adjusted Fixed Rent”). Provided that this Lease has not earlier terminated, payable in advance in monthly installments of Seventy-Nine Thousand Four Hundred Twenty Two and 00/100 Dollars ($79,422.00) on the Commencement Date and on the first day later of each and every calendar month. From the fourth (4th) anniversary of the Commencement Date until the Expiration Date, Nine Hundred Ninety-Nine Thousand Nine Hundred Thirty-Six Dollars ($999,936.00) per annum, payable in advance in monthly installments of Eighty Three Thousand Three Hundred Twenty Eight and 00/100 Dollars ($83,328.00) on the first day of each and every calendar month. (b) Notwithstanding anything to the contrary in the foregoing, Mesoblast shall pay the first monthly installment of Fixed Rent upon the signing of this Sub-Sublease by Mesoblast. (c) The Fixed Rent for any portion of a calendar month falling within the Term shall be prorated. (d) Fixed Rent and Additional Rent (as hereinafter defined) shall be paid promptly when due, without notice or demand therefor (except as provided in Paragraph 4(c) below), and without deduction, abatement, counterclaim or setoff of any kind for any reason whatsoever. (e) Fixed Rent and Additional Rent shall be paid in lawful money of the United States by either (i) wire transfer in accordance with Carlo Pazolini’s instructions, or (ii) check drawn on a bank which is a member of the New York Clearing House Association to Carlo Pazolini at its address set forth in the preamble to this Sub-Sublease or at such other address as Carlo Pazolini may from time to time designate by notice to Mesoblast; provided, however, that, if requested by Carlo Pazolini, Mesoblast shall pay Fixed Rent and Additional Rent by direct remittance to a bank account of Carlo Pazolini which shall be designated by the Carlo Pazolini from time to time for such purpose. (f) Notwithstanding anything to the contrary contained in this Paragraph 3, provided that no Event of Default has occurred and is then continuing, the Fixed Rent for the first two (2) months of the Term shall be abated. To the extent the Commencement Date starts on a date other than the first day of the monthSecond Renewal Term and (ii) the date on which the construction of the Tower is fully completed and all Approvals have been issued for its opening and operation by Tenant together with the rest of the Premises pursuant to this Lease, the abatement Fixed Rent shall be prorated for adjusted to be equal to the month Adjusted Fixed Rent[, with subsequent annual adjustments as described in which the abatement expires, and Mesoblast shall pay to Carlo Pazolini Fixed Rent for the portion second sentence of such month after the date in which the abatement expires on the first day of such monththis Section 3.1.

Fixed Rent. (a) Mesoblast 5.1. During the Initial Term, commencing November 15, 2000, Lessee shall pay Carlo Pazolini fixed rent (“as Fixed Rent”, by way of checks made out to the order of Lessor (or as Lessor shall direct) for and mailed to Lessor at Lessor's above-referenced office address (or to such person or address as may otherwise from time to time be directed by Lessor in writing) the Subleased Premises, as follows: From the Commencement Date until the day immediately preceding the fourth (4th) anniversary annual sum of the Commencement Date, Nine Hundred Fifty-Three Thousand Sixty-Four Dollars TWO HUNDRED ELEVEN THOUSAND TWO HUNDRED SEVENTY FIVE AND 00/100 ($953,064.00211,275.00) per annumDOLLARS, payable in advance on the first Business Day of each month, in equal monthly installments of Seventy-Nine Thousand Four Hundred Twenty Two and 00/100 Dollars SEVENTEEN THOUSAND SIX HUNDRED SIX AND 25/100 ($79,422.0017,606.25) on DOLLARS prorated for any partial month during the Commencement Date and on Initial Term. 5.2. In the event that Lessee shall exercise the first day Renewal Option pursuant to Section 23 below, then during the first Renewal Terra commencing July 1, 2006, Lessee shall pay as Fixed Rent, by way of each checks made out to the order of Lessor (or as Lessor shall direct) and every calendar month. From mailed to Lessor at Lessor's above-referenced office address (or to such person or address as may otherwise from time to time be directed by Lessor in writing) the fourth (4th) anniversary annual sum of the Commencement Date until the Expiration Date, Nine Hundred NinetyTWO HUNDRED SEVENTEEN THOUSAND SIX HUNDRED-Nine Thousand Nine Hundred Thirty-Six Dollars THIRTEEN AND 25/100 ($999,936.00217,613.25) per annumDOLLARS, payable in advance on the first Business Day of each month, in equal monthly installments of Eighty Three Thousand Three Hundred Twenty Eight and 00/100 Dollars EIGHTEEN THOUSAND ONE HUNDRED-THIRTY FOUR AND 44/100 ($83,328.0018,134.44) on the first day of each and every calendar monthDOLLARS. (b) Notwithstanding anything 5.3. In the event that Lessee shall exercise the second Renewal Option pursuant to Section 23 below, then during the second Renewal Term commencing July 1, 2011, Lessee shall pay as Fixed Rent, by way of checks made out to the contrary in the foregoing, Mesoblast order of Lessor (or as Lessor shall pay the first monthly installment of Fixed Rent upon the signing of this Subdirect) and mailed to Lessor at Lessor's above-Sublease by Mesoblast. referenced office address (c) The Fixed Rent for any portion of a calendar month falling within the Term shall be prorated. (d) Fixed Rent and Additional Rent (as hereinafter defined) shall be paid promptly when due, without notice or demand therefor (except as provided in Paragraph 4(c) below), and without deduction, abatement, counterclaim to such person or setoff of any kind for any reason whatsoever. (e) Fixed Rent and Additional Rent shall be paid in lawful money of the United States by either (i) wire transfer in accordance with Carlo Pazolini’s instructions, or (ii) check drawn on a bank which is a member of the New York Clearing House Association to Carlo Pazolini at its address set forth in the preamble to this Sub-Sublease or at such other address as Carlo Pazolini may otherwise from time to time designate be directed by notice to Mesoblast; providedLessor in writing) the annual sum of TWO HUNDRED TWENTY-FOUR THOUSAND ONE HUNDRED FORTY-ONE AND 65/100 ($224,141.65.00) DOLLARS, however, that, if requested by Carlo Pazolini, Mesoblast shall pay Fixed Rent and Additional Rent by direct remittance to a bank account of Carlo Pazolini which shall be designated by the Carlo Pazolini from time to time for such purpose. (f) Notwithstanding anything to the contrary contained payable in this Paragraph 3, provided that no Event of Default has occurred and is then continuing, the Fixed Rent for the first two (2) months of the Term shall be abated. To the extent the Commencement Date starts on a date other than the first day of the month, the abatement shall be prorated for the month in which the abatement expires, and Mesoblast shall pay to Carlo Pazolini Fixed Rent for the portion of such month after the date in which the abatement expires advance on the first day Business Day of such each month, in equal monthly installments of EIGHTEEN THOUSAND SIX HUNDRED SEVENTY-EIGHT AND 47/100 ($18,678.47) DOLLARS.

Fixed Rent. LATE PAYMENT, (a) Mesoblast Tenant shall pay Carlo Pazolini fixed to Landlord, at Landlord’s offices or at such other place as Landlord may designate from time to time, without notice or demand in advance on the first day of each calendar month during the term of this Lease, by good and sufficient check rent (“Fixed Rent”) for the Subleased Premises, as follows: From Premises at the following rates: (i) For the period from the Commencement Date until the day immediately preceding the fourth (4th) first anniversary of the Commencement Date, Nine Hundred Fifty-Three Thousand Sixty-Four Dollars Date at an annual rate of $1,464,000 (or $953,064.00122,000 per month); (ii) per annum, payable in advance in monthly installments of Seventy-Nine Thousand Four Hundred Twenty Two and 00/100 Dollars ($79,422.00) on For the Commencement Date and on period from the first day of each and every calendar month. From the fourth (4th) anniversary of the Commencement Date until the Expiration Dateday preceding the second anniversary of the Commencement Date at an annual rate of $1,836,000 (or $153,000 per month) (or $143,000 per month in the event that, Nine Hundred Ninety-Nine Thousand Nine Hundred Thirty-Six Dollars ($999,936.00) per annumand for the periods following such time as, payable in advance in monthly installments of Eighty Three Thousand Three Hundred Twenty Eight and 00/100 Dollars ($83,328.00) on the first day of each and every calendar month. (b) Notwithstanding anything lease with respect to the contrary in the foregoing, Mesoblast shall pay the first monthly installment of Fixed Rent upon the signing of this Sub-Sublease by Mesoblast. (c) The Fixed Rent for any portion of a calendar month falling within the Term shall be prorated. (d) Fixed Rent and Additional Rent (as hereinafter defined) shall be paid promptly when due, without notice or demand therefor (except as provided in Paragraph 4(c) below), and without deduction, abatement, counterclaim or setoff of any kind for any reason whatsoever. (e) Fixed Rent and Additional Rent shall be paid in lawful money of the United States by either (i) wire transfer Tape Library Space is terminated in accordance with Carlo Pazolini’s instructionsthis Lease), or full service (ii“Full Service”) check drawn on a bank which is a member in that it shall include all Operating Expenses and Taxes (as defined in Paragraph 23); and (iii) For the period from the second anniversary of the New York Clearing House Association to Carlo Pazolini Commencement Date until the day preceding the third anniversary of the Commencement Date at its address set forth in the preamble to this Sub-Sublease or at such other address as Carlo Pazolini may from time to time designate by notice to Mesoblast; provided, however, that, if requested by Carlo Pazolini, Mesoblast shall pay Fixed Rent and Additional Rent by direct remittance to a bank account of Carlo Pazolini which shall be designated by the Carlo Pazolini from time to time for such purpose. (f) Notwithstanding anything an annual rate equal to the contrary contained Fair Market Annual Rent as determined in this accordance with Paragraph 329, provided that (A) in no Event event shall the new Fixed Rent (including any pass-through to Tenant of Default its pro rata share of increases in Operating Expenses, Taxes and the Facilities Management Fee) for such period be less than 110% and no more than 120% of the Fixed Rent in effect for the immediately prior Lease Year (provided that if the lease for the Tape Library Space has occurred been terminated as of the beginning of the second anniversary of the Commencement Date, the calculation of the minimum and is then continuing, maximum amounts shall be calculated on the basis that the rent for the Tape Library Space during the immediately prior year was not included in the Fixed Rent for such year). Such Fixed Rent includes up to 120 hours per calendar month of Management Services. (iv) For each subsequent twelve (12) month period (each, a “Lease Year”) during the first two Term hereof at an annual rate equal to the Fair Market Annual Rent as determined in accordance with Paragraph 29, provided that (2A) months in no event shall the new Fixed Rent (including any pass-through to Tenant of its pro rata share of increases in Operating Expenses, Taxes, and the Facilities Management Fee) for any Lease Year be less than 100% or more than 120% of the Term Fixed Rent in effect for the immediately prior Lease Year (provided that if the lease for the Tape Library Space has been terminated as of the beginning of the Lease Year, the calculation of the minimum and maximum amounts shall be abated. To calculated on the extent basis that the Commencement Date starts on a date other than the first day of the month, the abatement shall be prorated rent for the month Tape Library Space during the immediately prior Lease Year was not included in which the abatement expires, and Mesoblast shall pay to Carlo Pazolini Fixed Rent for the portion such Lease Year). Such Fixed Rent includes up to 120 hours per calendar month of such month after the date in which the abatement expires on the first day of such monthManagement Services.

Fixed Rent. (a) Mesoblast Sublessee shall pay Carlo Pazolini fixed rent to Sublessor at its office (“or at such other place as Sublessor may designate in a notice to Sublessee) in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment by check, without prior demand therefor and without any offset or deduction whatsoever, except as specifically provided for herein from the date hereof through and including September 29, 2000 (subject to CPI Adjustment as provided for herein), an annual rental equal to FOUR HUNDRED TWELVE THOUSAND NINE HUNDRED FIFTEEN DOLLARS and 20/100 ($412,916.20) ("Fixed Rent”") for per annum payable in equal monthly installments of THIRTY FOUR THOUSAND FOUR HUNDRED NINE DOLLARS and 60/100 ($34,409.60); (b) On the Subleased Premisesdate of execution hereof, as follows: From Sublessee has paid rent in advance in the amount of $34,409.60 representing one month's payment of Fixed Rent receipt of which by Sublessor, subject to collection, is hereby acknowledged. If the Commencement Date until is not on the first day immediately preceding the fourth (4th) anniversary of the Commencement Datecalendar month, Nine Hundred Fifty-Three Thousand Sixty-Four Dollars ($953,064.00) per annum, payable then the amount of Fixed Rent due to Sublessor on the first day of the month following the month in advance in monthly installments of Seventy-Nine Thousand Four Hundred Twenty Two and 00/100 Dollars ($79,422.00) on which the Commencement Date occurs, shall be an amount equal to the product of (i) $34,409.60, multiplied by (ii) a fraction, the numerator of which is the number of days from and including the Commencement Date to and including the last day of the calendar month in which the Commencement Date occurs and the denominator of which shall be equal to the actual number of days in the calendar month in which the Commencement Date occurs. Thereafter, each monthly installment of Fixed Rent shall be paid in advance on or before the first day of each and every calendar month during the term. With the exception of the first month of the sublease term, the Fixed Rent for any month of the term of this Sublease which does not begin or end on the first or last day of the calendar month shall be prorated on a daily basis in accordance with the Fixed Rent due for such calendar month. From The Sublessee's obligation to make such payment shall survive the fourth expiration or sooner termination of this Sublease. (4thc) Commencing on the first day of the month preceding the first anniversary of the Commencement Date until and continuing with each anniversary date thereafter, the Expiration DateFixed Rent (without taking into account any previous CPI Adjustment) shall be increased in proportion to the increase, Nine Hundred Ninety-Nine Thousand Nine Hundred Thirty-Six Dollars if any, in the Index ($999,936.00as defined in the Underlying Lease) per annum, payable in advance in monthly installments of Eighty Three Thousand Three Hundred Twenty Eight and 00/100 Dollars which has occurred between the month which is three ($83,328.003) on months prior to the first day of each and every calendar month. (b) Notwithstanding anything to the contrary in the foregoing, Mesoblast shall pay the first monthly installment of Fixed Rent upon the signing month of this Sub-Sublease by Mesoblast. term (cJanuary, 1996) The Fixed Rent for any portion and the month which is three months prior to each such Adjustment Month. For purposes of a calendar month falling within the Term this Sublease, an Adjustment Month(s) shall be proratedmean each April, commencing with April 1, 1997 ("CPI Adjustment"). (d) Fixed Rent All other costs, expenses and Additional Rent (as hereinafter defined) charges which are the obligation of the Sublessee hereunder or which the Sublessee under the Underlying Lease assumes or agrees to pay, shall be paid promptly when due, without notice or demand therefor deemed additional rent (except as provided in Paragraph 4(c) below"Additional Rent"), and without deduction, abatement, counterclaim or setoff of any kind for any reason whatsoever. (e) Fixed Rent and Additional Rent shall be paid in lawful money of the United States by either (i) wire transfer in accordance with Carlo Pazolini’s instructions, or (ii) check drawn on a bank which is a member of the New York Clearing House Association to Carlo Pazolini at its address set forth in the preamble to this Sub-Sublease or at such other address as Carlo Pazolini may from time to time designate by notice to Mesoblast; provided, however, that, if requested by Carlo Pazolini, Mesoblast shall pay Fixed Rent and Additional Rent by direct remittance to a bank account of Carlo Pazolini which shall be designated by the Carlo Pazolini from time to time for such purpose. (f) Notwithstanding anything to the contrary contained in this Paragraph 3, provided that no Event of Default has occurred and is then continuing, the Fixed Rent for the first two (2) months of the Term shall be abated. To the extent the Commencement Date starts on a date other than the first day of the month, the abatement shall be prorated for the month in which the abatement expires, and Mesoblast shall pay to Carlo Pazolini Fixed Rent for the portion of such month after the date in which the abatement expires on the first day of such month.