SUBLEASE AGREEMENT BETWEEN RESPONSE BIOMEDICAL CORP. AND INEX PHARMACEUTICALS CORPORATION

“Additional Rent” will have the meaning set out in Section 4.4.

“Building” means the building located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇.

“Clean Room” means the room located on the second floor of the Building as indicated by the arrow in Exhibit 1.1.3 attached hereto.

“Cold Room” will have the meaning set out in Section 6.4 and Exhibit 6.4.

“Commencement Date” means October 1, 2005.

“Common Area” means any common area of the Building which is not intended for the sole and exclusive use of either the Subtenant or the Sublandlord, including without limitation, the atrium, shared lunchroom, hallways, passageways, stairways, washrooms, elevators, and open- space areas. For avoidance of doubt, the area within the Sublet Premises used for shipping and receiving is not part of the Common Area.

“Confidential Information” means any information relating to the subject matter of this Sublease and, to the extent possible, this Sublease itself, including all amendments, extensions or termination thereof. Information will not be considered "Confidential Information" to the extent that when considered as a whole and in the context disclosed, the information:

is in the public domain at the time of disclosure;

after disclosure, subsequently becomes part of the public domain other than as a consequence of a breach of an obligation of confidentiality owed to the Disclosing Party by the Receiving Party;

can be demonstrated by the Receiving Party by written record to have been known or otherwise available to the Receiving Party prior to the disclosure by the Disclosing Party;

after disclosure, can be demonstrated by the Receiving Party by written record to have been subsequently provided to the Receiving Party by a Third Party if the Receiving Party reasonably believes such disclosure does not violate any obligations of the Third Party to the Disclosing Party; or

is required to be disclosed by law or government regulation(s), provided that the Receiving Party gives the Disclosing Party prompt notice of the required disclosure in order to allow the Disclosing Party to seek protective treatment.

“Deposit” means a combined sum equivalent to two (2) months’ Sublease Basic Rent plus GST.

“Disclosing Party” means the Party disclosing Confidential Information.

“Equipment” means those tangible items enumerated in Final Exhibits 5.2.1(a) and 5.2.1(b).

“Expiration Date” will have the meaning set out in Section 3.1.

“Freezer Room” will have the meaning set out in Section 6.4 and Exhibit 6.4.

“Gross Rent” will have the meaning set out in Section 4.5.

“GST” means the Goods and Services Tax of Canada.

“Head Landlord” means CUE Real Property (2) Ltd.

“Head Lease” means the lease entered into between the Head Landlord and Sublandlord dated December 15, 1997, a copy of which Head Lease is attached as Schedule “C” to the Offer to Lease.

“Laboratory” means the laboratory located on the 2nd floor of the Sublet Premises as outlined in black in Schedule B-1 of the Offer to Lease.

“Lands and Premises” means the car park and Building as shown in Lot 1 of Explanatory Plan LMP31818 attached as Schedule “A” to the Offer to Lease.

“Normal Business Hours” means between the hours of 8:00am to 5:00pm, Mondays to Fridays excluding statutory holidays in the province of British Columbia.

“Offer to Lease” means the Offer to Lease entered into on July 27, 2005 between the Parties.

“Party” means the Sublandlord or Subtenant and “Parties” means the Sublandlord and Subtenant.

“Receiving Party” means the Party receiving Confidential Information.

“Rentable Area” means the rentable area of the Building containing approximately fifty-one thousand four hundred ninety-four (51,494) square feet, including the rentable area of the Sublet Premises.

“Service Agreement” means the Service Agreement entered into between the Parties.

“Sublease” means this Sublease Agreement and all Exhibits hereto.

“Sublease Basic Rent” will have the meaning set out in Section 4.1.

“Sublease Term” will have the meaning set out in Section 3.1.

“Sublet Premises” means that portion of the Lands and Premises consisting of:

the Subtenant’s undivided share of the parking lot; and

the Subtenant’s portion of the Rentable Area on both the main and second floors (excluding the Vivarium and the Waste Storage Closet) plus a portion of the atrium and an undivided share of the lunchroom containing approximately Thirty-one Thousand Nine Hundred Twenty (31,920) square feet of the Building as noted on the floor plan attached as Schedule “B” to the Offer to Lease.

“Subtenant’s Proportionate Share” will have the meaning set out in Section 4.4.2.

“Subtenant’s Work” will have the meaning set out in Section 5.4.1.

“Third Party” means any person other than a Party to this Sublease or an Affiliate of a Party to this Sublease.

“Vivarium” means the animal facilities located on the 1^st floor of the Building as indicated by the arrow in Schedule B of the Offer to Lease.

“Waste Storage Closet” means the storage area located on the first floor of the Building as indicated by the arrow in Exhibit 1.1.33 attached hereto.

the Head Landlord has consented to all material terms of this Sublease, a copy of which written consent has been delivered to both Parties;

this Sublease shall be read subject to the Head Lease and any amendments and supplements thereto; and

the Subtenant has no greater interest in the Sublet Premises than the Sublandlord under the Head Lease. To the extent that any right or benefit conferred by this Sublease contravenes or is incompatible with the Head Lease, such right or benefit will be amended or modified so as not to contravene or be incompatible with the Head Lease.

Extension of Sublease Term or Assignment of Head Lease

In contemplation of Section 14.1 of the Head Lease wherein the Sublandlord may give notice of termination to the Head Landlord before March 14, 2007 if the Sublandlord does not wish to renew the term of the Head Lease for an additional five (5) year period from December 15, 2007 to December 14, 2012, the Parties will, no later than October 1, 2006:

confirm in writing their mutual intent not to renew the Sublease so as to vest all rights to the Lands and Premises to the Sublandlord under the Head Lease; or

negotiate and execute an agreement to extend the Sublease Term for a five (5) year period until December 14, 2012 on the same terms as contained herein, subject to the provisions of Section 2.1(b) of the Head Lease; or

seek the Head Landlord’s written consent to an assignment of the Head Lease by the Sublandlord to the Subtenant to grant to the Subtenant on or before March 13, 2007, all the rights and obligations held by the Sublandlord under the Head Lease. If the Parties seek the Head Landlord’s consent to such assignment, the Parties will:

substantially revise the Sublease to reflect the Parties’ mutual desire that the Subtenant assume the role of a sublandlord, and the Sublandlord assume the role of a subtenant, on terms to be agreed between the Parties; or

terminate the Sublease between the Parties to vest all rights to the Lands Premises to the Subtenant under the Head Lease.

The Subtenant acknowledges that the options contained in Sections 14.2 and 14.3 of the Head Lease will not form a part of this Sublease except as otherwise agreed in writing between the Parties with the prior written consent of the Head Landlord.

Sublease Basic Rent

The Subtenant covenants to pay as basic rent for the duration of the Sublease Term commencing on the Commencement Date the sum of Four Hundred Sixty-two Thousand Eight Hundred Forty Dollars ($ 462,840.00) plus applicable GST per annum (together the “Sublease Basic Rent”) for Thirty-one Thousand Nine Hundred Twenty (31,920) square feet of the rentable area of the Sublet Premises (premised on Sublease Basic Rent comprised of Fourteen Dollars and Fifty Cents ($14.50) per square foot per annum, plus GST), which is the cost to the Sublandlord of the rentable area of the Sublet Premises, and subject to Sections 4.2 and 4.5 in equal monthly instalments of Thirty-eight Thousand Five Hundred Seventy Dollars ($ 38,570.00) plus applicable GST, payable in advance on the first day of each and every month commencing October 1, 2005.

The Subtenant covenants to pay as additional rent during the Sublease Term the following amounts, inclusive of all applicable federal, provincial and municipal taxes (collectively, “Additional Rent”):

the Subtenant’s Proportionate Share of “Building Costs” as defined by the Head Lease, “Project Costs” as defined by the Head Lease, and “Other Charges” as defined by the Head Lease, and payable by the Sublandlord under the Head Lease, as amended from time to time;

to the extent not already paid pursuant to Section 4.4.1(a), the Subtenant’s Proportionate Share of “Taxes” as defined by the Head Lease and payable by the Sublandlord under the Head Lease, as amended from time to time;

to the extent not already paid pursuant to Section 4.4.1(a), the Subtenant’s Proportionate Share of “Operating Costs” as defined by the Head Lease and payable by the Sublandlord under the Head Lease, as amended from to time;

to the extent not already paid pursuant to Section 4.4.1(a) or purchased pursuant to Section 9.1.1, the Subtenant’s Proportionate Share of insurance costs payable by the Sublandlord under Section 5.2(a) of the Head Lease, as amended from time to time; and

the Subtenant’s Proportionate Share of all other operating and management costs set forth in the Service Agreement, at the Sublandlord’s actual cost to the extent such costs relate to the Sublet Premises whether or not such costs are payable by the Sublandlord to the Head Landlord.

In this Sublease, the phrase “Subtenant’s Proportionate Share” means a fraction having as its numerator the rentable area of the Sublet Premises (excluding the square footage of any Common Areas and excluding the square footage of any Sublet Premises reserved for the exclusive use of the Sublandlord during the limited time of such use) containing approximately Thirty-one Thousand Nine Hundred Twenty (31,920) square feet and as its denominator the Rentable Area of the Building (excluding the square footage of any Common Areas but including the entire square footage of the Sublet Premises) containing approximately Forty-nine Thousand Four Hundred ten (49,410) square feet.

The Subtenant will pay to the Sublandlord:

in advance, on the first day of each and every month, the Subtenant’s Proportionate Share of all costs described in Section 4.4.1 attributable to the Head Landlord provided that the Subtenant shall be entitled to and be responsible for any adjustments payable upon any recalculation of such amounts as and when the same are payable or received by the Sublandlord as tenant under the Head Lease; and

within thirty (30) days of the Subtenant’s receipt of the Sublandlord’s invoice, if any, the Subtenant’s Proportionate Share of any cost described in Section 4.4.1(e) payable directly by the Sublandlord to the Sublandlord’s contractor.

Gross Rent

The Subtenant’s Additional Rent, together with Sublease Basic Rent, and any other amounts payable by the Subtenant pursuant to this Sublease is hereinafter collectively referred to as “Gross Rent”.

Gross Rent will be considered as accruing from day to day hereunder. If it is necessary to calculate Gross Rent for a period of less than one (1) year or less than one (1) calendar month, an appropriate apportionment and adjustment on a pro rata daily basis will be made. Where the calculation of Additional Rent cannot be made until after the expiration or earlier termination of this Sublease:

the obligation of the Subtenant to pay such Additional Rent will survive the expiration or earlier termination hereof, and such amounts will be paid by the Subtenant to the Sublandlord forthwith upon demand; and

the entitlement of the Subtenant to receive from the Sublandlord a refund of overpayments, if any, of Additional Rent, will survive the expiration or earlier termination hereof, provided the Subtenant has made full and complete payment of:

all Gross Rent accrued as of the effective date of termination or expiration of the Sublease; and

all indebtedness under the Service Agreement accrued as of the effective date of termination or expiration of the Service Agreement.

Head Landlord’s Costs

The Sublandlord and the Subtenant shall share on a 50/50 basis the expenses and outlays incurred by the Head Landlord pursuant to Section 8.1(g) of the Head Lease in respect of the making of this Sublease and any amendment, extension or termination thereof.

The Sublandlord shall be fully responsible for the expenses and outlays incurred by the Head Landlord pursuant to Section 8.1(g) of the Head Lease in respect of any further subleases negotiated and/or entered into between the Sublandlord and any other subtenant.

The Subtenant shall be fully responsible for the expenses and outlays incurred by the Head Landlord pursuant to Section 8.1(g) of the Head Lease in respect of any subleases negotiated and/or entered into between the Subtenant and its subtenant.

As a condition of the Parties entering into this Sublease, the Subtenant agrees to provide certain services (“Services”) to the Sublandlord in respect of the shared use, management and maintenance of the Lands and Premises, and the Sublandlord agrees to compensate the Subtenant on the terms and conditions set forth in the Service Agreement between the Parties.

As a condition of the Sublandlord providing the Subtenant the use of the Sublandlord’s phone system, desk top phones and network switches without charge, the Subtenant agrees to provide to the Sublandlord, reception services as defined in the Service Agreement, during Normal Business Hours and without charge, in accordance with the Service Agreement for the duration of this Sublease and any extensions thereof.

Existing Furniture and Equipment

On or before the Commencement Date the Parties will execute completed Exhibits 5.2.1(a) and 5.2.1(b) to enumerate all furniture, equipment and fixtures to be placed in the Sublet Premises (the “Equipment”) which completed Exhibits shall supersede and be attached hereto in replacement of Draft Exhibits 5.2.1(a) and 5.2.1(b).

The Subtenant recognizes and agrees that as between the Subtenant and the Sublandlord, the Sublandlord is currently the rightful owner of:

all furniture, equipment and fixtures as set forth in Schedule “E” attached to the Offer to Sublease, a copy of which Schedule “E” is attached hereto as Draft Exhibits 5.2.1(a) and 5.2.1(b); and

the Equipment to be enumerated in completed Exhibits 5.2.1(a) and 5.2.1(b) on or before the Commencement Date.

Within two (2) business days of the Commencement Date, the Sublandlord will transfer to the Subtenant, an undivided half share of the Equipment to be held in common at no additional charge to the Subtenant, and the Subtenant shall have use of the Equipment at no additional charge throughout the term of the Sublease and any extentions thereof; provided however, that sole and exclusive ownership to all Equipment will vest in either the Sublandlord or the Subtenant upon the first occurrence of any of the triggering events enumerated in Section 5.2.4.

Notwithstanding the transfer of joint ownership described in Section 5.2.3:

sole and exclusive ownership over all Equipment will automatically revert to the Sublandlord upon:

the expiry of the Sublease or any extensions thereof; or

the Subtenant’s default of any material term or condition of the Sublease or Service Agreement; or

the Sublandlord’s termination of the Sublease or Service Agreement; or

the failure of the Subtenant to remove any lien or encumbrance lodged against the Lands and Premises as a consequence of the Subtenant’s activities under the Sublease and/or the Service Agreement;

subject to the Head Landlord’s rights over leasehold improvements, sole and exclusive ownership over all Equipment will automatically vest in the Subtenant upon:

the Sublandlord’s default of any material term of the Head Lease; or

the Head Landlord’s termination of the Head Lease for reasons solely attributable to the Sublandlord’s acts or omissions.

all Equipment supplied by the Sublandlord and placed in the Subtenant’s possession shall at all times remain visibly marked as the joint property of the Sublandlord and the Subtenant; and

neither Party shall remove any markings and/or labels applied onto the Equipment by the Sublandlord to ▇▇▇▇ such Equipment as the joint property of the Sublandlord and the Subtenant.

Subtenant’s Use of Equipment

Until full ownership to the Equipment vests in either the Subtenant or the Sublandlord, the Parties covenant and agree that each of them will:

keep all Equipment free and clear of all liens and encumbrances, pay the other Party all costs associated with securing the release of any such liens and encumbrances, and indemnify the other Party for all claims incurred by the Party in breach of this Section (a);

exercise due care in the use and handling of all Equipment and use Equipment only in accordance with any manufacturer’s instructions supplied by the Sublandlord; and

not move or send any Equipment to any location outside the Building without the prior written consent of the other Party.

Until full ownership to the Equipment vests in the Subtenant, the Subtenant will be responsible for and assume all costs associated with the regular operation, maintenance, and repair of all Equipment, to the same level of care as the Sublandlord’s own equipment.

Subtenant’s Work

Subject to the Head Landlord’s written consent to this Sublease and approval by the Sublandlord and the Head Landlord of the plans and specifications for the Subtenant’s Work and to the execution of this Sublease by both the Subtenant and the Sublandlord and to the Subtenant obtaining all necessary building permits and approvals required by the City of Burnaby or otherwise in connection with the Subtenant’s Work, the Subtenant will be permitted access to the Sublet Premises prior to the Commencement Date for the purpose of allowing the Subtenant to perform the Subtenant’s Work; provided however, that Subtenant will make best efforts to complete the Subtenant’s leasehold improvements to the Clean Room during the month of August to facilitate the Sublandlord’s use of the Clean Room as a manufacturing clean room during part of the month of September. The Sublandlord will be responsible for and assume the costs associated with the cleaning and validation of the Clean Room for the Sublandlord’s use.

In this Sublease, the phrase “Subtenant’s Work” means the following:

the installation of such internal partitions and tenant fixtures in the Sublet Premises as may be required by the Subtenant in order to carry on its business, including without limitation, any modifications to the ceiling, lights, and air-conditioning system;

the installation of any special equipment in the Sublet Premises as may be required by the Subtenant in order to carry on its business, including without limitation voice and data cabling, telephones, computers and special communication equipment; and

such other work as may reasonably be required by the Subtenant in order to make the Sublet Premises suitable for the Subtenant to carry on its business;

Prior to the commencement of the Subtenant’s Work, plans and specifications for the Subtenant’s Work, including without limitation all electrical, mechanical and engineering plans for the Subtenant’s Work, must first be submitted with appropriate working drawings for the prior written approval of both the Sublandlord and the Head Landlord as required by the Head Lease. Preparation of these plans and drawings and the performance of the Subtenant’s Work will be entirely at the expense of the Subtenant and must be performed in accordance with the requirements of the Head Lease, to the standards prescribed by the Head Lease and the terms of any approval by the Sublandlord and the Head Landlord. The Subtenant’s Work will be performed in a good and workmanlike manner in compliance with all applicable laws, bylaws and regulations, and the Subtenant will obtain and comply with all building, electrical and other permits which may be required in respect of the Subtenant’s Work and will pay all fees and procure all applicable inspections. The Subtenant will cause notices to be posted on the Sublet Premises in at least two conspicuous places to the effect that the Subtenant’s Work is the sole responsibility of the Subtenant and that neither the Head Landlord nor the Sublandlord is responsible for any accounts for work or materials provided in association therewith.

The Subtenant shall retain ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Consulting or an equivalently qualified designer to design the Subtenant’s Work, shall retain a contractor acceptable to the Sublandlord to carry out the Subtenant’s Work (such consent not to be unreasonably withheld by the Sublandlord), shall retain the base building electrical and mechanical contractors for all electrical and mechanical work, and shall retain such building consultants as may be designated by the Head Landlord.

Upon receipt by the Sublandlord of all documentation relating to the Sublease reasonably required by the Sublandlord and executed by the Subtenant, and subject to the obligation of the Subtenant to make application for and obtain a certificate of occupancy as required by the City of Burnaby insofar as it applies to the changes to the Sublet Premises as a result of the Subtenant’s Work, the Subtenant will be entitled to occupy the Sublet Premises prior to the Commencement Date for the purpose of performing the Subtenant’s Work and during such time the Subtenant will not be responsible for Sublease Basic Rent or Additional Rent, but will otherwise perform and observe all other terms and conditions of this Sublease, and, if required by the Sublandlord, will be responsible for all utilities consumed by the Subtenant.

Upon expiration of the Sublease Term, the Subtenant will repair all damage caused to the Lands and Premises by the Subtenant.

Liens

The waste storage closet (“Waste Storage Closet”) is excluded from the Sublet Premises and the Sublandlord shall have sole and exclusive use of and access to the Waste Storage Closet during Normal Business Hours.

The Subtenant will store on the Sublet Premises such INEX owned equipment and substances as the parties may mutually agree, pursuant to the terms of the Service Agreement between the Parties.

Subtenant’s Representations, Warranties and Covenants

The Subtenant hereby represents, warrants and covenants to the Sublandlord as follows: to abide by any rules and regulations governing the use of the Sublet Premises and the Building as governed by this Sublease and the Head Lease, as each may be amended from time to time;

to pay Gross Rent and perform all of the obligations of the Subtenant under this Sublease;

not to do or omit to do any act in or around the Lands and Premises which would cause a breach of the Sublandlord’s obligations as Subtenant under the Head Lease;

to maintain, at its cost, all telephones, computers and special communications equipment used in the Sublet Premises and to pay for all telephone and utility services used by the Subtenant;

to promptly pay when due to the authorities having jurisdiction the Subtenant’s Proportionate Share of Taxes as defined by the Head Lease (whether imposed upon the Subtenant or otherwise) attributable to the personal property, trade fixtures, business, income, or occupancy of the Subtenant or any other occupant of the Sublet Premises and to any leasehold improvements or fixtures within the Sublet Premises, and to the use by the Subtenant or its officers, employees, and invitees of any of the Common Areas as defined by the Head Lease;

to indemnify and save harmless the Sublandlord against and from any and all expenses, costs, damages, suits, actions, or liabilities resulting from or arising out of the failure of the Subtenant to perform any of its obligations hereunder and from all claims and demands of every kind and nature made by any person or persons to or against the Sublandlord for all and every manner of costs, damages, or expenses incurred by or injury or damage to such person or persons or his, her, or their property, to the extent that such claims or demands arise out of the use and occupation of the Sublet Premises or unauthorized use or misuse of the Lands and Premises by the Subtenant or its officers, employees, or any other person authorized or permitted by the Subtenant to be on the Sublet Premises or in or about the Lands and Premises, and from all costs, counsel fees, expenses,

and liabilities incurred by reason of any such claim or any action or proceeding brought thereon; and

to use and store any hazardous materials in accordance with industry standards and regulatory requirements and to return the Sublet Premises at the end of Sublease Term or any early termination or extensions thereof in an environmentally clean and decontaminated state, and

to return the Sublet Premises at the end of Sublease Term or any early termination or extensions thereof in a state consistent with conditions of the Lands and Premises as of October 1, 2005, save normal wear and tear.

Sublandlord’s Representations, Warranties and Covenants

to provide the Sublet Premises vacant and in a clean condition by October 1, 2005, with the exception of the Laboratory, which the Sublandlord shall provide vacant and in a clean condition by November 1, 2005;

to allow the Subtenant to have quiet enjoyment of the Sublet Premises subject to the Sublandlord’s right of access to the Laboratory, Vivarium, Waste Storage Closet, Cold Room, and half the Freezer Room;

to perform all of the obligations of the Sublandlord under this Sublease;

to perform all of the obligations of the Tenant under the Head Lease which materially affect the Sublet Premises, including without limitation the payment of Rent pursuant to the Head Lease; and

to indemnify and save harmless the Subtenant against and from any and all expenses, costs, damages, suits, actions or liabilities arising or growing out of the failure of the Sublandlord to perform any of its obligations under the Head Lease (provided such failure does not result from a failure of the Subtenant to perform any of its obligations under this Sublease), and for all claims, demands of every kind and nature made by any person or persons to or against the Subtenant in connection therewith, and all counsel fees, expenses and liabilities incurred by reason of any such claim or any action or proceeding brought thereof.

Insurance Coverage

The Subtenant will obtain and maintain, from the Commencement Date throughout the Sublease Term, any extensions thereof and for a three (3) year period thereafter in respect of general public liability insurance, insurance with respect to the Sublet Premises providing for the coverages and upon the terms required in Article 5 of the Head Lease to be maintained by the Sublandlord, and the Head Landlord and Sublandlord will be shown as additional insureds on all liability policies, with a cross liability and severability of interest endorsement. The Subtenant releases the Sublandlord from any claim the Subtenant may have which is or would be insured against by the insurance policies which the Subtenant is required to maintain by this Sublease.

Within five (5) days of the Commencement Date and upon the Sublandlord’s annual request during the Sublease Term and any extensions thereof the Subtenant will provide to the Sublandlord within five (5) days of such request, a copy of each certificate of insurance in respect of the insurance policies required to be effected herein, and the Sublandlord will reimburse the Subtenant’s reasonable costs of providing copies of such certificates of insurance. Subtenant agrees to provide Sublandlord thirty (30) days notice of any material change in its insurance coverage during the Sublease Term.

If the Subtenant:

makes a general assignment for the benefit of creditors or becomes insolvent;

files an insolvency petition in bankruptcy;

petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets;

commences under the laws of any jurisdiction any proceeding involving its insolvency, bankruptcy, reorganization, adjustment of debt, dissolution, liquidation or any other similar proceeding for the release of financially distressed debtors;

proposes a written agreement of composition or extension of its debts other than the Subtenant’s current outstanding line of credit from TD Line of Credit Facility, or

becomes a Party to any proceeding or action of the type described above in Sections 10.2.1(b), 10.2.1(c) or 10.2.1(d);

Termination of the Service Agreement

A termination of this Sublease by either Party for any reason will result in a termination of the Service Agreement, as of the effective date of the termination of the Sublease, subject to any continuing or surviving obligations as set forth in this Sublease.

A termination of the Service Agreement by the Subtenant without cause will entitle the Sublandlord to terminate this Sublease as of the effective date of the termination of the Service Agreement, subject to any continuing or surviving obligations as set forth in this Sublease.

The termination of this Sublease will be without prejudice to the Sublandlord’s right to receive from the Subtenant:

all payment of Gross Rents, costs and outlays accrued prior to the effective date of such termination; and

whether incurred prior to or following the effective date of termination:

fifty percent (50%) of the expenses and outlays incurred by the Sublandlord pursuant to Section 8.1(g) of the Head Lease if the Subtenant requests an assignment of the Head Lease; and

all expenses and outlays, if any, incurred by the Sublandlord pursuant to Section 8.1(g) of the Head Lease if the Subtenant requests a sublease of the Sublet Premises.

Notwithstanding any provisions to the contrary, the Sublandlord shall be entitled to apply the Deposit, plus interest if any, against any payment due to the Sublandlord under Section 10.5.1.