Common use of Right of First Offer Clause in Contracts

Right of First Offer. Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.

Right of First Offer. Tenant shall have the following right of first offer Provided that ("RIGHT OF FIRST OFFER"i) to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is not then in default hereunderunder this Lease, beyond (ii) this Lease is then in full force and effect, (iii) the Tenant named herein has not assigned this Lease or sublet any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant part of the commencement Leased Premises and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E then in actual occupancy of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingentire Leased Premises, and (biv) that Tenant’s financial condition meets the property lying easterly financial criteria Landlord requires for the lease of such space, if, at any time during the Property and commonly Term, those certain spaces known as 000 Xxxxxx Xxxxx XxxxxxxxxSuite 340, Xxxxx Xxx Xxxxxxxxx 360, and 370 is or will be “available for lease” and Landlord desires to lease such space, Landlord shall notify Tenant. Xxxxxxxx’s notice shall identify the space available ("333 OYSTER POINT"the “Offered Space”), presently operated as set forth the terms and conditions on which it is willing to lease the Offered Space, which may include a commercial warehouse facilityterm whose expiration date is not coterminous with the Term applicable to the Leased Premises, and the date on which such Offered Space is presently owned by Landlordexpected to be available (collectively, the “Terms”). In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall thereupon have a Right of First Offer the one time right and option to lease the Offered Space for a minimum of 100,000 square feet of space in Building E three (or 3) years on the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Terms by delivering notice to Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility within three (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (103) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliateLandlord’s notice, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention time being of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such spaceessence. If Landlord and Tenant fail elects to reach agreement on all terms and achieve execution of a written lease the Offered Space, it shall, within ten fifteen (1015) business days after Tenant's receipt such election, enter into an amendment to this Lease on a form prepared by Landlord incorporating the Offered Space as part of the Leased Premises subject to the Terms for a First Offer Noticeminimum of three years and the Termination Right as provided for in Section 2.N. below shall be null and void. If Tenant shall not elect to lease the Offered Space within such 3-business day period, or fails to enter into such an amendment to this Lease within such 15-day period, then Tenant shall have no further rights under this Section 1.3 section with respect to the building or facility covered by such First Offer Notice Offered Space, and Landlord shall thereafter be free to proceed with the leasing lease any or all of such building Offered Space to a third party or facility at any time and parties from time to time without on such terms and conditions as it may deem appropriate. Space shall not be deemed to be “available for lease” if such space is the subject of any further obligation to Tenantrenewal or extension of an expiring lease with a then existing tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter not be free liable to proceed with the further leasing Tenant for any failure to deliver such space as a result of both such building and such facility at any time and from time to time without holdover tenant or other occupant of any further obligation to TenantOffered Space.

Right of First Offer. Tenant In the event a Member desires to Transfer all or any part of its Interest, such Members (the “Selling Member”) shall first deliver a written notice (the “Section 11.1 Notice”) to the other Member (the “Second Member”) which notice shall specify the portion of the Selling Member’s Interest to be sold (the “Offered Interest”). Within thirty (30) days after its receipt of the Section 11.1 Notice, the Second Member shall have the following right of first to offer to purchase ("RIGHT OF FIRST OFFER"the “First Offer”) to lease additional space all, but not less than all, the Offered Interest at a price payable only in or adjacent to case (the Center, PROVIDED, however, that such Right of “First Offer Price”) and on such other terms and conditions as shall not arise or be effective if Tenant is set forth in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant First Offer. Within thirty (30) days after its receipt of the commencement and terms of such Right of First Offer pursuant to this Section 1.3Offer, the Selling Members shall either accept or reject the First Offer. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of If the CenterSelling Member accepts the First Offer, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingSelling Member shall sell, and the Second Member shall purchase, the Offered Interest at a closing to be held at a time not later than sixty (b60) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E days (or the entirety of Building Esuch longer period, if less than 100,000 square feetany, pending any necessary Regulatory Approval or removal of Liens) or after the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet Selling Member’s acceptance of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of and at such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications location as may be reasonably necessary mutually agreed upon, at which time the Offered Interest shall be delivered, free and clear of all Liens which may have been imposed on the Offered Interest and are not connected with the financing or operation of the Company itself, against payment of the First Offer Price. In order to reflect differences comply with applicable regulatory requirements, the purchasing Member may designate (i) a third party to purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes all of the Selling Member’s equity and debt interest in the particular space Company, or (ii) a third party reasonably acceptable to be occupied pursuant the Selling Member to such new lease and/or purchase any portion of the Offered Interest which the purchasing Member has committed to purchase hereunder if the Offered Interest constitutes less than all of the Selling Member’s equity and debt interest in the economic terms applicable to Tenant's leasing of such spaceCompany. If Landlord the Selling Member rejects or does not timely accept the First Offer, then the Selling Member shall have one hundred and Tenant fail twenty (120) days (or such longer period, if any, required to reach agreement on obtain any necessary Regulatory Approval or to remove any Liens) following such rejection within which to consummate the sale of the Offered Interest at a price per share in cash greater than the First Offer Price and in all other respects upon terms and achieve execution conditions no less favorable than those specified in the First Offer. If no such sale occurs within such 120-day period (or longer period as described above), the Offered Interest shall again be subject to all of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under the restrictions set forth in this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant11.1(b).

Right of First Offer. So long as (i) there then exists no Default of Tenant, (ii) the initially named Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised 1.1 hereof (and any successor of Tenant (aby merger or any other entity which controls, is controlled by or is under common control with the Tenant set forth in Section 1.1 above) that it is presently Landlord's intention to develop Building E of shall occupy the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingentire Premises, and (biii) that the property lying easterly of the Property this Lease is still in full force and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxxeffect, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) then if Landlord decides, in its sole discretion, shall desire to develop Building E as a biotechnology building or (y) Landlord lease all or any affiliate of space within the Building for a period commencing on or after the Commencement Date, Landlord shall so notify Tenant, and shall identify the space available (the "Offered Space") together with the rental rate and other terms and conditions (collectively, the "Terms") under which in good faith it intends to offer such space to third parties and the date on which 000 Xxxxxx Xxxxx such Offered Space is expected to be available. Tenant may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer irrevocable elect to lease a minimum of 100,000 square feet of space in Building E the Offered Space on the Terms by giving notice thereof to Landlord within five (or the entirety of Building E, if less than 100,000 square feet5) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Noticenotice from Landlord of the Terms. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant on the Terms, Tenant acknowledging, however, that the term applicable to such Offered Space may not coincide with the term applicable to the Premises initially demised hereunder. If Tenant shall fail to give notice of its election to lease the Offered Space within the aforesaid 5-day period, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing lease any or all of such building Offered Space or facility at any time and other space in the Building to a third party or parties from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3on such terms and conditions as it may deem appropriate, then Tenant shall have no further rights under this Section 1.3 it being agreed that time is of the essence with respect to either the exercise of such buildings or facilities (except Tenant's rights under this Section. For purposes of the written first sentence of this Section, the term "lease" shall not include (a) the leasing of any space then leased to or occupied by, or the extension or renewal of a lease agreement entered into with respect with, any then existing tenant or occupant, (b) the exercise of any expansion option, right of first offer, or right of first refusal by any tenant of the Industrial Center pursuant to a lease in effect prior to the particular date of this Lease, or (c) the lease of any space covered to any entity controlling, controlled by such First Offer Noticeor under common control with, or otherwise affiliated with Landlord. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. LANDLORD: TENANT: KEEP YOUR DAY JOB, LLC XXXXXXXXXXX.XXX, a Delaware corporation a Delaware limited liability company Name: By: MANSFIELD LAND LLC Title: a Massachusetts limited liability company Its: Manager By: NDNE REALTY, INC. a Massachusetts corporation Its: Manager By:_____________________________ Name: Its: AMB PROPERTY, L.P. a Delaware limited partnership By: AMB PROPERTY CORPORATION a Maryland corporation By: ________________________ Name: Xxxxxxx X. Xxxxxx Its: Vice President Attention: Xxxxxx Xxxxxx, CFO 00-00 Xxxxxxxx Xxxxxx Needham, MA 02192 Telephone: ( ) Telephone: ( ) Facsimile: ( ) Facsimile: ( ) Executed at: Executed at: LANDLORD'S REMEDIES IN EVENT OF TENANT DEFAULT ADDENDUM This Remedies Addendum is part of the Lease dated ______________________ by and Landlord shall thereafter be free to proceed with between KEEP YOUR DAY JOB LLC and XXXXXXXXXXX.XXX for the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantpremises known as 000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX.

Right of First Offer. Provided that no Event of Default has occurred under the Lease, Landlord hereby grants Tenant a right (“First Right”) to lease, during the initial Extended Term each of (i) approximately 23,455 rentable square feet of office space known as Suite No. 100, and/or (ii) approximately 18,351 rentable square feet of office space known as Suite No. 150 in the building located at 0000 Xxxxxxx Xxxx Drive, San Diego, California and shown on Exhibit A hereto (each, “First Right Space”) in accordance with and subject to the provisions of this Section; provided that this First Right shall cease to be effective during the final 12 months of the Extended Term unless and until Tenant exercises its extension option set forth in Section VIII.C above (or is then negotiating alternate terms for the extension of the Lease). Except as otherwise provided below, prior to leasing each First Right Space, or any portion thereof, to any other party during the period that this First Right is in effect and after determining that the existing tenant in the applicable First Right Space will not extend or renew the term of its lease, Landlord shall give Tenant written notice of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. Further, if the First Right is exercised by Tenant during the first eighteen (18) months of the Extended Term, Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify provide any security deposit if (i) Tenant of is not then otherwise required to provide any security deposit with respect to the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingthen current Premises, and (bii) that Tenant’s net worth at the property lying easterly time the First Right is exercised is not less than 90% of its net worth as of the Property date hereof. If Tenant exercises any First Right during the initial 18 months of the Extended Term, the term for the applicable First Right Space shall be for a term equal to the then unexpired portion of the Term of the Lease and commonly known the Economic Terms shall be upon the same economic terms as 000 Xxxxxx Xxxxx Xxxxxxxxxthe original Premises leased hereunder (including without limitation, Xxxxx Xxx Xxxxxxxxx the applicable Monthly Rate per square foot as set forth in Section II above). If Landlord intends to lease other office space in addition to the First Right Space as part of a single transaction, then Landlord’s notice shall so provide and all such space shall collectively be subject to the provisions of this Section VIII.D. Within 5 business days after receipt of Landlord’s notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to ("333 OYSTER POINT")i) lease all, presently operated but not less than all, of the space specified in Landlord’s notice (the “Designated Space”) upon such Economic Terms and the same non-Economic Terms as a commercial warehouse facilityset forth in this Lease; (ii) refuse to lease the Designated Space, specifying that such refusal is presently owned by Landlordnot based upon the Economic Terms, but upon Tenant’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it deems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. In the event that Tenant does not so respond in writing to Landlord’s notice within said period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) Landlord decideslease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, in its sole discretion, to develop Building E as a biotechnology building or (y) lease the Designated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant (or if Tenant exercises its right under Section VIII.D(i) above), then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within 10 days. If either Tenant or Landlord fails to timely deliver such amendment the other party may specifically enforce their respective rights hereunder, and/or to pursue any affiliate of other available legal remedy. Notwithstanding the foregoing, it is understood that Tenant’s First Right shall be subject to those certain extension or expansion rights previously granted by Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then any third party tenant in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicableBuilding, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in no event be obligated to initiate this First Right prior to leasing any portion of the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in First Right Space to the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3then-current occupant thereof. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further ’s rights under this Section 1.3 shall be personal to the original Tenant named in this Lease and may not be assigned or transferred (except in connection with a Permitted Transfer of this Lease as described in Section 9.4 of the Lease). Any other attempted assignment or transfer shall be void and of no force or effect. Tenant’s election not to lease any Designated Space relating to one First Right Space shall not waive, limit, alter, or impair Tenant’s First Right with respect to the building or facility covered by such other First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantRight Space.

Right of First Offer. Tenant shall have At any time during the following right of first offer Term hereof ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of “First Offer shall not arise Period”), Landlord agrees to offer Tenant, from time to time, all or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periodspart of the seventh (7th) floor of the Building (the “First Offer Space”) which becomes “available for lease” (as hereinafter defined) during the First Offer Period, on the date terms and conditions hereinafter set forth. The First Offer Space shall be deemed to be “available for lease” at such time as Landlord would otherwise is actively pursuing bona fide third party prospective tenants for the First Offer Space; provided that in all instances, the First Offer Space that is “available for lease” shall be required subject to notify Tenant the rights of the commencement and terms of such Right of existing tenants occupying the First Offer pursuant Space. Landlord shall not be deemed to have made the First Offer Space available for leasing by consulting with potential tenants or brokers in order to attempt to determine the prevailing market rate of the First Offer Space nor shall this Section 1.3. 3.03 prohibit Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of from entering into negotiations with prospective tenants for the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or Space so long as Landlord complies with the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect 3.03 prior to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (executing a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by for the First Offer Notice Space to a prospective third party tenant. When the First Offer Space becomes available for lease, Landlord shall give Tenant written notice of (y) the prevailing market rate (as defined below) and (z) if applicable, the prevailing market construction allowance (as defined below). Within fifteen (15) days after Landlord's written notice, time being of the essence, Tenant shall give written notice to Landlord of whether or not Tenant desires to lease the First Offer Space. If less than the entire i 11 floor of the First Offer Space becomes available, Tenant will only have the right to lease that part of the First Offer Space that becomes available. If the entire 7th floor of the First Offer Space becomes available, Tenant may elect to lease either (a) all of the First Offer Space, or (b) only that part of the First Office Space shown as “Space A” on Exhibit G attached hereto, or (c) only that part of the First Office Space shown as “Space B” on Exhibit G attached hereto. If (i) Tenant elects not to exercise its right to lease the First Offer Space, or (ii) Tenant fails to give Landlord written notice of its exercise within said fifteen (15) day period, then Landlord may thereafter lease the First Offer Space to a third party at such rental and subject to such terms as it may choose, without further notice to Tenant and free of any right of Tenant. If Tenant timely elects to exercise its right to lease all or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention part of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical Space identified in (a)-(c) above, but does not agree with Landlord's determination of the prevailing market rate and/or the prevailing market construction allowance, then Landlord and Tenant shall negotiate, in good faith, to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in mutually agree on the particular space to be occupied pursuant to such new lease prevailing market rate and/or in the economic terms applicable to Tenant's leasing of such spaceprevailing market construction allowance. If Landlord and Tenant fail are unable to reach agreement mutually agree on all terms and achieve execution of a written lease the prevailing market rate and/or the prevailing market construction allowance within ten (10) business days after Tenantof Landlord's receipt of a Tenant's exercise its right to lease the First Offer NoticeSpace, then both Tenant and Landlord shall have no further rights under this Section 1.3 mutually select a third party Illinois real estate leasing broker (the “Third Party Broker”) familiar with respect the Loop office market to determine said the building prevailing market rate and/or the prevailing market construction allowance. If the parties are unable to mutually agree on said Third Party Broker, then both Tenant and Landlord shall each select an Illinois real estate leasing broker familiar with the Loop office market and the two brokers shall then select the Third Party Broker to make such determination. The Third Broker's determination of the prevailing market rate and/or the prevailing market construction allowance shall be conclusive and binding on both Tenant and Landlord hereunder. Each party shall pay the costs and expenses, if any, of their broker and the cost of the Third Broker shall be shared equally between Tenant and Landlord. If Tenant timely elects to exercise its right to lease the First Offer Space (i) the lease (or facility covered by Lease amendment) for such First Offer Notice and Landlord Space shall thereafter be free to proceed with executed by Tenant, (ii) the leasing term of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by for such First Offer NoticeSpace shall commence on a date to be negotiated between Landlord and Tenant, (iii) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.rental

Right of First Offer. Landlord hereby grants to the Tenant shall have originally named in this Lease (the following “Original Tenant”) a one-time right of first offer ("RIGHT OF FIRST OFFER"the “Right of First Offer”) with respect to (i) that certain space on the third (3rd) floor of the Building containing approximately 6,657 rentable square feet known as Suite 300 and depicted on Exhibit G-1 attached hereto, and (ii) that certain space on the third (3rd) floor of the Building containing approximately 5,113 rentable square feet known as Suite 302 and depicted on Exhibit G-2 attached hereto (the “First Offer Space”), subject to this Section 1.3. Notwithstanding the foregoing, the Right of First Offer shall commence with respect to any portion of the First Offer Space only following the expiration or sooner termination of any then-existing lease additional space in or adjacent of such portion of the First Offer Space entered into by Landlord prior to the Centerdate of this Lease (including renewals, PROVIDEDand irrespective of whether any such renewal is pursuant to an express written provision in such tenant’s lease or whether such renewal is effectuated by a lease amendment or a new lease of the First Offer Space, however, that and such Right of First Offer shall not arise or be effective if Tenant is subordinate to all rights with respect to the First Offer Space which are set forth in default hereunder, beyond any applicable notice and cure periods, on leases of space in the Building entered into by Landlord prior to the date Landlord would otherwise be required of this Lease), including any renewal, extension or expansion rights (including, but not limited to, must-take, right of first offer, right of first negotiation, right of first refusal, expansion option and other similar rights) set forth in such leases, regardless of whether such renewal, extension or expansion rights are executed strictly in accordance with their terms, or pursuant to notify Tenant of a lease amendment or a new lease (all such tenants under such leases are collectively referred to herein as the commencement and terms of such “Superior Right Holders”). Tenant’s Right of First Offer pursuant to shall be on the terms and conditions set forth in this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.

Right of First Offer. Commencing as of the Lease Commencement Date and continuing throughout the Lease Term (including the Option Term(s), if applicable) Tenant shall have continuing (subject to the following terms hereof) right of first offer with respect to ("RIGHT OF FIRST OFFER"i) to lease additional that certain space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, located on the date Landlord would otherwise be required to notify Tenant first (1st) floor of the commencement Building containing approximately 5,316 rentable and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property 4,664 usable square feet and commonly known as 000 Xxxxxx Xxxxx XxxxxxxxxSuite 100, Xxxxx Xxx Xxxxxxxxx (ii) that certain space located on the first (1st) floor of the Building containing approximately 1,588 rentable and 1,393 usable square feet and commonly known as Suite 120, and (iii) that certain space located on the first (1st) floor of the Building containing approximately 1,819 rentable and 1,596 usable square feet and commonly known as Suite 130 (collectively, the "333 OYSTER POINTFirst Offer Space"). Notwithstanding the foregoing (i) the lease term for Tenant's lease of the First Offer Space pursuant to Tenant's exercise of such first offer right of Tenant shall commence only following the expiration or earlier termination of (A) those existing lease pertaining to the First Offer Space, true and correct listing of which are attached hereto as Exhibit F (the "Existing Leases"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In and (B) if the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer Space is vacant as of the date of this Lease, the first lease pertaining to the First Offer Space entered into by Landlord after the date of this Lease (collectively, the "Superior Leases"), including any renewal or extension of any such existing or future lease, whether or not such renewal or extension is pursuant to an express written provision in such lease, and regardless of whether any such renewal or extension is consummated pursuant to lease a minimum of 100,000 square feet of space in Building E (amendment or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicablenew lease, and neither Landlord nor its affiliate(ii) such first offer right shall be subordinate and secondary to all rights of expansion, if applicablefirst refusal, shall lease space in Building E first offer or in similar rights granted to the redeveloped 000 Xxxxxx Xxxxx facility tenants of the Superior Leases (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility rights described above to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3known collectively as "Superior Rights"). Tenant's Right right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, first offer shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying be on the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space conditions set forth in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant1.4.

Right of First Offer. (a) Provided that (i) no default has occurred and is then continuing, (ii) the creditworthiness of Tenant is substantially the same as of the date of this Amendment, and (iii) Tenant originally named herein or its Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the Offer Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Offer Space now or hereafter leased by such other tenant, Landlord shall, before entering into a lease with a third party for the adjacent space located in the Building shown cross-hatched on the attached Exhibit D (the “Offer Space”), notify Tenant in writing of the availability of the Offer Space for leasing and setting forth the terms and conditions upon which Landlord is willing to lease the Offer Space to Tenant (“Landlord’s Notice”). Tenant shall have the following right seven (7) business days from its receipt of first offer ("RIGHT OF FIRST OFFER") Landlord’s Notice to deliver to Landlord a written notice agreeing to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, Space on the date Landlord would otherwise be required to notify Tenant of the commencement terms and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant conditions contained in Landlord’s Notice (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"“Tenant’s Acceptance”), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either Tenant fails to deliver Tenant’s Acceptance to Landlord within said seven (x7) Landlord decidesbusiness day period, in its sole discretion, to develop Building E as such failure shall be conclusively deemed a biotechnology building or (y) Landlord or any affiliate rejection of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as the Offer Space and a biotechnology facility, then in either such event waiver by Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right right of First Offer with respect to Building E or 000 Xxxxxx Xxxxxfirst offer, whereupon, except as applicableprovided in (c) below, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice Space and Landlord shall thereafter be free to proceed with lease the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant Offer Space to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantthird party.

Right of First Offer. Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space 11.1.1 Notwithstanding anything contained in or adjacent this Lease to the Centercontrary, PROVIDEDprovided that (i) no Event of Default by Tenant has occurred under this Lease, however, that such Right of First Offer shall not arise or be effective if and (ii) the Tenant is in default hereunderIonis Pharmaceuticals, beyond Inc., or its affiliate, if Landlord intends to offer the Premises (or any applicable notice and cure periodsportion thereof) for sale to an unaffiliated third party, on the date Landlord would otherwise be required to shall promptly notify Tenant of the commencement same in writing (the “Offer Notice”) and indicate the terms and conditions upon which Lxxxxxxx is willing to accept for the sale of such Right the Premises to a third party. Tenant may elect to purchase the Premises (or portion thereof) on the terms and conditions set forth in the Offer Notice by notifying Landlord in writing (the “Election Notice”) of First its election no later than fifteen (15) days after the Offer Notice, which notice shall be accompanied by the Option Deposit (defined herein), and the sale of the Premises shall be consummated pursuant to this Section 1.3. the terms hereof on a date (the “Closing Date”) within sixty (60) days after the Election Notice, such date to be mutually agreed upon by Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlordor Txxxxx. In the event that either of any of the following: (x) Tenant fails to deliver the Election Notice or the Option Deposit to Landlord decideson or before the expiration of the 15-day period set forth above, in its sole discretion, to develop Building E as a biotechnology building or (y) Tenant fails to close on its acquisition of the Premises on or before the Closing Date, or (z) Landlord or any affiliate of Landlord provides an Offer Notice to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides Tenant and Tenant does not exercise its right to redevelop 000 Xxxxxx Xxxxx as a biotechnology facilitypurchase the Premises, then in either such event each case Tenant shall be deemed to have a Right of First Offer waived its right to lease a minimum of 100,000 square feet of space in Building E (or purchase the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, Premises and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. thereafter Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further ’s rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice Article 11 shall be null and Landlord shall thereafter be free to proceed with the leasing void and of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings force or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.effect. The term “

Right of First Offer. Tenant If Westaim desires to sell all or substantially all of its assets used to manufacture and supply Product to S&N under this Agreement, including without limitation assignment of this Agreement, (the “Manufacturing Assets”), Westaim shall give written notice (the “Transfer Notice”) to S&N of that desire. The Transfer Notice shall describe the Manufacturing Assets in sufficient detail to permit S&N to make an informed decision regarding whether to offer to purchase the Manufacturing Assets and on what terms. During the [***] (the “Negotiation Period”) immediately following the date the Transfer Notice is given, Westaim and S&N shall in good faith negotiate the sale and purchase of the Manufacturing Assets by Westaim to S&N. If during the Negotiation Period S&N determines that it is not interested in purchasing the Manufacturing Assets, it shall forthwith advise Westaim of such determination in writing, and Westaim shall be free to sell the Manufacturing Assets to any other Person on any terms at any time, and the provision of this Section 12.6 shall have no further application. If during the Negotiation Period Westaim and S&N reach an agreement concerning the sale and purchase of the Manufacturing Assets and such sale and purchase transaction is completed, the provisions of this Section 12.6 shall have no further application. If Westaim and S&N fail to reach an agreement during the Negotiation Period concerning the sale and purchase of the Manufacturing Assets, S&N shall be entitled at any time prior to the expiry of the Negotiation Period to make an offer (the “S&N Offer”) to purchase the Manufacturing Assets, which offer shall be maintained in confidence by Westaim. If S&N does not make the S&N Offer by the expiry of the Negotiation Period, Westaim shall be free to sell the Manufacturing Assets to any other person on any terms at any time, and the provisions of this Section 12.6 shall have no further application. The S&N Offer shall be in writing and shall indicate the offered price (“S&N Purchase Price”) for the purchase of the Manufacturing Assets and the proposed terms (“S&N Purchase Terms”) for such purchase. The S&N Offer shall be capable of acceptance by Westaim for a period (the “Transfer Period”) ending no earlier than 11:59 p.m. Calgary time on the [***] following the expiry of the Negotiation Period. The S&N Offer shall specify a closing date (the “Transfer Closing Date”) for the sale and purchase, which shall not be earlier than [***] or more than [***] after the date the S&N Offer is accepted. The S&N Purchase Price shall be paid in cash by S&N on the Transfer Closing Date. During the Transfer Period, Westaim shall have the following right option of first offer ("RIGHT OF FIRST OFFER") either selling the Manufacturing Assets to lease additional space in or adjacent S&N pursuant to the CenterS&N Offer or selling the Manufacturing Assets to a third party on terms no less favourable than the terms of the S&N Offer, PROVIDEDhaving regard for both the S&N Purchase Price and the S&N Purchase Terms. During the [***] (the “Free Transfer Period”) following the later of the expiry of the Transfer Period, howeveror the date it determined that the sale pursuant to an accepted S&N Offer will not close for any reason other than the default of Westaim, that such Right Westaim shall be entitled to sell the Manufacturing Assets to a third party on terms no less favourable than the terms of First Offer the S&N Offer, having regard for both the S&N Purchase Price and the S&N Purchase Terms. Any transfer of the Manufacturing Assets made after the last day of a Free Transfer Period, other than where S&N did not deliver the S&N Offer, without strict compliance with the terms, provisions and conditions of this Section 12.6 and the other terms, provisions and conditions of this Agreement, shall be null, void and of no force or effect. The provisions of this Section 12.6 shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on apply to the date Landlord would otherwise be required to notify Tenant transfer of the commencement and Manufacturing Assets to a transferee that is an Affiliate of Westaim; provided that the Affiliate agrees to be bound by the terms of such Right this Section 12.6. Any assignment of First Offer this Agreement to a third party as a part of the transfer of the Manufacturing Assets pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E 12.6, whether as a result of S&N not making the S&N Offer by the expiry of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated Negotiation Period or as a commercial warehouse facility, is presently owned by Landlord. In result of Westaim selling the event that either (x) Landlord decides, in its sole discretion, Manufacturing Assets to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or third party during the entirety of Building E, if Free Transfer Period on terms no less favourable than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicableS&N Offer, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant considered an assignment to a First Offer Notice would be substantially identical to this Lease, excluding this permitted assignee for purposes of Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant12.5.

Right of First Offer. Landlord hereby grants to the original Tenant shall have set forth in this Lease (the following “Original Tenant”) and any Permitted Transferee Assignee (as that term is defined in Section 14.8 below), a one-time right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such “Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required Offer”) with respect to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 approximately 85,591 rentable square feet of space in located on the fourth (4th) floor of the Xxxxx Street Building E (or the entirety of Building E, if less than 100,000 square feet“Fourth Floor First Offer Space”) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 approximately 16,801 rentable square feet of space on the fifth (5th) floor of the Xxxxx Street Building (the “Fifth Floor First Offer Space”), that has not previously been leased by Tenant (collectively, the “First Offer Space”), which First Offer Space is depicted on Exhibit A-2 attached hereto, on the terms and conditions set forth in this Section 1.2. Notwithstanding the applicable building foregoing, such first offer right of Tenant shall commence only following the expiration or facility to be offered to Tenant earlier termination of the existing leases of the First Offer Space (including renewals of any such lease, which are currently set forth in such lease, but regardless of whether such renewal is consummated pursuant to this Right a lease amendment or a new lease or exercised strictly in accordance with the terms set forth in such lease). Such right of First Offer) without first complying with offer shall be subordinate to all applicable provisions rights of this Section 1.3. Tenant's Right other tenants of the Project, which rights relate to the First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available Space and are set forth in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet leases of space in the building Project existing as of the date hereof, including, without limitation, any expansion, first offer, first refusal, first negotiation and other rights, regardless of whether such rights are executed strictly in accordance with their respective terms or facility covered by pursuant to a lease amendment or a new lease (the “Superior Rights”). Notwithstanding any contrary provision in the lease of any Superior Right Holder, such rights of any Superior Right Holder shall continue to be Superior Rights in the event that such Superior Right Holder’s lease is renewed or otherwise modified (and irrespective of whether any such renewal is currently set forth in such lease or is subsequently granted or agreed upon, and regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease). All such tenants of the First Offer Notice (or Space, and all such third party tenants in the entirety of such building or facilityProject holding Superior Rights, if less than 100,000 square feet)are collectively referred to as the “Superior Right Holders”. It is generally the intention As of the parties that the form date of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding the only Superior Right Holder is Dropbox, Inc. Tenant’s right of first offer shall be on the terms and conditions set forth in this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant1.2.

Right of First Offer. The first time Landlord intends to commence what Landlord reasonably believes to be serious negotiations with a third party for the leasing of the space shown in EXHIBIT "A" and designated as the Expansion Space ("Expansion Space") then Landlord shall give Tenant notice ("Landlord's Notice") of the terms and conditions of such proposed leasing. If Tenant fails to notify Landlord within three (3) business days from the date of Landlord's Notice that Tenant wishes to lease the Expansion Space on such terms and conditions, Tenant shall have waived any and all rights it may have under this paragraph with respect to the following Expansion Space. If Tenant notifies Landlord within three (3) business days from the date of Landlord's Notice that Tenant accepts such terms and conditions, then Tenant shall be deemed to have leased the Expansion Space on such terms and conditions, except that the Base Rent, Operating Expenses, and Additional Rent to be paid for the Expansion Space shall never be less than those amounts paid under this Lease, per square foot. Landlord shall be entitled to use its then standard lease form for the Building, or amend this Lease in such manner as is consistent with such terms and conditions. Tenant shall not be deemed to have effectively exercised its right to lease the Expansion Space unless Tenant .(i) is in possession of the Premises and in good standing under this Lease and (ii) has not have defaulted under this Lease prior to such exercise. The expansion space shall be co-terminus with the remainder of the lease term. This right of first offer ("RIGHT OF FIRST OFFER") to lease additional can only be exercised once each time the Expansion space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space becomes available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantlease.

Right of First Offer. Tenant a. i. Subject to the provisions of this Article, Lessee shall have the following right of first offer ("RIGHT OF FIRST OFFER") option to lease additional from Lessor space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant east wing of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant second (a2nd) that it is presently Landlord's intention to develop Building E of the Center, floor as shown on the Site Plan attached floor plan, ("BUILDING EAdditional Space") at the expiration of the existing space lease(s) for such Additional Space, or to the extent any portion of the Additional Space is presently vacant, at the expiration of the initial lease for such vacant space. If the Term of this Lease shall be in full force and effect on the expiration or termination date of the existing space lease(s) or initial space lease, as the case may be, for the Additional Space, subject to Lessor's right to renew such lease(s), as an office building rather and the date upon which Lessee shall exercise the option hereinafter referred to, Lessee shall have the option to lease all, but not less than a biotechnology building, and (b) that the property lying easterly all of the Property and commonly known as 000 Xxxxxx Xxxxx XxxxxxxxxAdditional Space on an as-is basis, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of provided Lessee gives Lessor written notice from Landlord of such election within fifteen (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (1015) business days after receipt of a First Offer Notice in which Lessee shall receive Lessor's notice that such Additional Space is available for leasing to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such spaceLessee. If Landlord and Tenant fail Lessee fails or refuses to reach agreement on all terms and achieve execution of a written lease exercise this option within ten the time period set forth above (10) business days after Tenant's receipt of a First Offer NoticeTIME BEING OF THE ESSENCE), then Tenant and in such event Lessee shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to TenantAdditional Space. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant Lessee shall elect to a First Offer Notice lease said Additional Space: (v) said Additional Space shall be deemed incorporated within and part of the Premises on the date that Lessor shall notify Lessee that such Additional Space is ready for occupancy by Lessee and shall expire on the Expiration Date of this Lease, (x) the Fixed Basic Rent payable under this Section 1.3Lease shall be increased by an amount such that during the balance of the term of this Lease the Fixed Basic Rent for said Additional Space shall be the then fair market rent for the Additional Space, then Tenant as determined in the manner set forth in clause (ii) below, (y) Lessee's Percentage Share shall have no further rights under be proportionately increased, and (z) all other terms and provisions set forth in this Section 1.3 Lease shall apply, except that Lessor not be required to perform any work with respect to either said Additional Space. The parties shall promptly execute an amendment of such buildings or facilities (except Tenantthis Lease confirming Lessee's rights under election to lease said Additional Space and the written lease agreement entered incorporation of said Additional Space into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantPremises.

Right of First Offer. In no event shall Landlord, during the initial Term of the Lease, decide to lease space, agree to lease or offer to lease space that becomes available in the Building, unless Landlord first affords Tenant an opportunity to lease such area in accordance with the provisions of this Exhibit "J" and only after written notice to Tenant. Upon receipt of such notice from Landlord, and provided further that there does not then exist an uncured, continuing Event of Default under this Lease, then Tenant shall have the following one-time right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that any such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periodsspace, on the date Landlord would otherwise be required an "as is" basis, by giving notice to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E effect within sixty (or the entirety of Building E, if less than 100,000 square feet60) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer NoticeLandlord's notice of such availability. If such notice is not so timely given by Tenant, then Landlord shall be free to lease the subject space on whatever terms and conditions as Landlord desires at any time after the expiration of said sixty (60) day period. The non-exercise by Tenant shall have no further of its rights under this Section 1.3 with respect Exhibit "J" as to any one offer, shall be deemed to waive Tenant's rights of first offer as to any offers or space availability within the Building, as the parties acknowledge and agree that this is a one-time right of first offer only. In the event that Tenant exercises its right of first offer to lease such rentable space in the Building when it becomes available, then Landlord and Tenant hereby agree that they shall enter into a mutually acceptable amendment to this Lease, specifying that such rentable area is a part of the Premises under this Lease and demising said premises to Tenant pursuant to the building or facility covered by such First Offer Notice same terms and Landlord shall thereafter be free to proceed conditions contained in this Lease, with the leasing exception that as part of such building or facility at amendment, and as a condition of Tenant's right to exercise its right of first offer for any time such space Tenant shall agree to and such amendment shall reflect (i) that the Rent for such space shall be as set forth in Section 1.1 of this Lease, as amended by this Amendment, specifically excluding the $ 18.50 per square foot Fixed Rent from time the Expansion Date to time without any further obligation September 30, 2007 (the Expansion Space as defined in this Amendment) including the current tax and operating base of $7.37 per square foot included within said Rent, and (ii) that Tenant's right to Tenantlease such new rentable space shall be for the then remaining Term under the Lease. If Such amendment shall also contain other appropriate terms and provisions relating to the addition of such rentable space to this Lease, and as mutually agreed upon by the parties, and shall be signed by Tenant leases within thirty (30) days of receipt of the proposed amendment from the Landlord in the form as hereinabove required. Notwithstanding anything to the contrary in this Exhibit "J", if Tenant notifies Landlord of its election to lease such available rentable space in either the Building E or 000 Xxxxxx Xxxxx pursuant which was the subject of Landlord's notice and then fails to a First Offer Notice under execute and deliver the required amendment to this Section 1.3Lease once the same has been mutually agreed upon by Landlord and Tenant in accordance with this Exhibit "J", then (i) Tenant shall be deemed to have no further waived its rights under this Section 1.3 with respect Exhibit "J", (ii) Landlord shall have the unrestricted right to either of lease such buildings or facilities space to any third party upon any terms as it desires, and (except iii) Tenant's rights under right of first offer hereunder shall automatically terminate and be of no further and effect. The recording by the written lease Landlord of an affidavit to such effect shall be conclusive evidence of the termination or waiver of Tenant's right of first offer option hereunder. Otherwise, if the Landlord and Tenant, each acting reasonably and in good faith, fail to agree on a mutually agreeable form of amendment to this Lease within said thirty (30) day period upon receipt of Landlord's proposed form of amendment, unless such date is extended by mutual agreement entered into with respect to the particular space covered of both parties hereto, then such failure shall be treated as a non-exercise by such First Offer Notice) and Landlord shall thereafter be free to proceed Tenant of its right of first offer in accordance with the further leasing first paragraph of both such building and such facility at any time and from time to time without any further obligation to Tenantthis Exhibit "J".

Right of First Offer. Tenant Provided Subtenant is not then in default under the terms, covenants and conditions of this Sublease, Subtenant shall have the following right to sublease in its entirety, or such lesser portion as shall be available, as provided below, the premises currently subleased to Genzyme Corporation consisting of first offer the entire sixth floor and a portion of the fifth floor of the Building constituting in the aggregate approximately 65,070 rentable square feet ("RIGHT OF FIRST OFFER"“Expansion Space”) when it becomes available, as defined below. Space is “available” for purposes of this Article when (i) it is vacated by the prior subtenant, such subtenant’s lease having expired or been terminated by Sublandlord, or the space is scheduled to lease additional be vacant and Sublandlord currently desires to begin marketing the space in or adjacent and (ii) any subtenants having superior rights to such space, including, but not limited to, Genzyme Corporation, which has an existing extension option with respect to the CenterExpansion space, PROVIDEDhave declined or failed to exercise such rights. In such event, however, that such Right Sublandlord shall give written notice to Subtenant (the “ROFO Notice”) of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of availability of the commencement Expansion Space and the terms of such Right of First Offer pursuant and conditions on which Sublandlord intends to this Section 1.3. Landlord has advised Tenant (a) that offer it is presently Landlord's intention to develop Building E of the Centerpublic, as shown on which shall include a term coterminous with the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, Sublease Term and (b) that the property lying easterly of Fixed Rent in effect shall be the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In fair market rental for the event that either (x) Landlord decides, Expansion Space in its sole discretion, to develop Building E “As Is” condition as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then determined in either such event Tenant accordance with the process set forth below and Subtenant shall have a Right period of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt delivery of a First Offer the ROFO Notice to Subtenant in which to reach agreement on all exercise Subtenant’s right to lease the Expansion Space upon the terms and achieve execution of a written conditions contained in Sublandlord’s notice, failing which Sublandlord may lease agreement with Landlord or its affiliatethe Expansion Space to any third party on whatever basis Sublandlord desires, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant Subtenant shall have no further rights under this Section 1.3 with respect to the building Expansion Space. Without limiting the generality of the foregoing, if Sublandlord leases all or facility covered by any portion of the Expansion Space to a third party pursuant to the preceding sentence and such First Offer Notice and Landlord Expansion Space is subsequently vacated again during the Term of this Sublease or any renewal hereof, Subtenant shall thereafter be free not have a new right of first offer to proceed with lease such Space. Notwithstanding the leasing of such building foregoing, Sublandlord shall have the absolute right to renew or facility at extend any time and from time to time without any further obligation to Tenantexisting subtenant’s lease. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant Subtenant exercises its right to a First Offer Notice under this Section 1.3sublease hereunder, then Tenant Sublandlord and Subtenant shall have no further rights under thirty (30) days following Subtenant’s exercise of Subtenant’s right to lease the Expansion Space to attempt to agree on fair market rental for the Expansion Space and in the event the parties cannot agree on fair market rental for the Expansion Space during that period then the fair market rental shall be determined by the process set forth in Exhibit B to this Section 1.3 Fourth Amendment. If Subtenant exercises its right to sublease hereunder, effective as of the date Sublandlord delivers to Subtenant possession of the Expansion Space in broom clean condition with respect all personal property of others removed therefrom, the Expansion Space shall automatically be included within the Sublease Premises and subject to either all the terms and conditions of such buildings or facilities (the Sublease, except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) as set forth in Sublandlord’s notice and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.as follows:

Right of First Offer. Tenant shall have (a) In the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or event that the premises presently occupied by Mormac Marine and located adjacent to the CenterDemised Premises on the seventh (7th) floor of the Building as outlined on the floor plan annexed hereto as Exhibit A-1 and hereby made a part hereof (the “Adjacent Premises”) becomes vacant and available for lease, PROVIDEDthen, howeverso long as Tenant is not in default under this Lease, Landlord shall notify Tenant of the availability of the Adjacent Premises (“Landlord’s Notice”), provided that such Landlord shall not be liable to Tenant for any costs, expenses, damages or liabilities which are or may be incurred by Tenant by reason of Landlord’s unintentional failure to an notify Tenant. Tenant shalt have a period of five (5) days after receipt of Landlord’s Notice in which to notify Landlord that Tenant will lease the Adjacent Premises pursuant to the terms of this Article 59 (“Tenant’s Notice”), time being of the essence with respect to all of Tenant’s obligations hereunder. This Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on apply during the date Landlord would otherwise be required to notify Tenant last two (2) years of the commencement and terms initial term of such Right this Lease or during the last two (2) years of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event renewal term unless Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or exercised the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space next available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantrenewal option.

Right of First Offer. The following language is hereby added as a new paragraph in Article 34: "Provided that this Lease is in full force and effect and Tenant is not in default hereunder, Tenant shall have the following a one-time right of first offer on any space on the 4th floor of the Building in accordance with this paragraph. Prior to leasing any space on the 4th floor of the Building ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E4,h Floor ROFO Space"), as an office building rather than a biotechnology buildingLandlord shall notify Tenant in writing, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE4,h Floor ROFO Notice") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety shall contain all of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon conditions under which Landlord proposes is prepared to offer space in such building or facilitylease the 4th Floor ROFO Space to Tenant. Tenant shall have ten fifteen (1015) business days after Business Days from receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate4,h Floor ROFO Notice, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention time being of the parties essence, to advise Landlord, in writing, that the form of it has elected to lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space4lh Floor ROFO Space. If Tenant so notifies Landlord, then Landlord and Tenant fail to reach agreement shall enter into an amendment of this Lease that incorporates the 4lh Floor ROFO Space in question into the Premises, on all the terms and achieve execution conditions set forth in the 4,h Floor ROFO Notice. If Tenant fails to timely exercise its right of a written lease within ten (10) business days after Tenant's receipt of a First Offer Noticefirst offer, then Tenant it shall have no further rights under this Section 1.3 with respect paragraph as to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenantthat 4,h Floor ROFO Space. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant exercises on a timely basis but thereafter fails to a First Offer Notice under execute and deliver to Landlord die amendment to this Section 1.3Lease within fifteen (15) days after receipt from Landlord, then at Landlord's option, Tenant's exercise shall be void and Tenant shall thereupon have no further rights under this Section 1.3 paragraph with respect to either that 4,h Floor ROFO Space." 10. Security Deposit. Article 31 of such buildings or facilities the Lease is hereby amended as follows: (except Tenant's rights under a) The amount of the written lease agreement entered into Security Deposit is hereby increased to $167,209.98. Tenant shall deposit with respect Landlord $83,604.99 upon execution of this Amendment so that the full amount of the Security Deposit is posted. (b) The last paragraph of Article 31 is hereby amended to provide that if the particular space covered by such First Offer Notice) and Landlord decrease in the amount of the Security Deposit contemplated therein occurs, the reduced amount of the Security Deposit shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.$111,473.32. C Uscrs\mmccorthy\AppDala\Locn! Microsoft Windows INctCache\Conlcnl Oullook\XR20N9G6\First Amendment 12.20.17 (clean).docx

Right of First Offer. Tenant shall have the following one time right of first offer ("RIGHT OF FIRST OFFER"the “Right of First Offer”) with respect to the 10,236 rentable square feet of space known as Suites 910, 930 and 950 (collectively, the “ROFO Space”) within the building located at 0000 Xxxxxx Xxxxxx, Emeryville, California (the “ROFO Building”). Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that the existing tenant in any ROFO Space will not extend or renew the term of its lease for such ROFO Space (but prior to leasing such ROFO Space to a party other than the existing tenant), Landlord shall deliver written notice to Tenant (the “ROFO Notice”) of the terms under which Landlord is prepared to lease additional space the ROFO Space to Tenant, provided such terms shall be a minimum term of five (5) years commencing as of the day immediately following the Extended Expiration Date, and shall reflect the Prevailing Market (hereinafter defined) rate for such ROFO Space as reasonably determined by Landlord. Tenant may lease such ROFO Space in or adjacent its entirety only, under such terms, by delivering written notice of exercise to Landlord (the Center“Notice of Exercise”) within ten (10) days after the date of the ROFO Notice, PROVIDED, however, except that Tenant shall have no such Right of First Offer shall and Landlord need not arise or be effective provide Tenant with a ROFO Notice, if Tenant is in default hereunder, beyond any applicable notice and cure periods, on not permitted to exercise the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer same pursuant to this Section 1.37.f. Landlord has advised below, or if Tenant (a) that it is presently Landlord's intention does not intend to develop Building E of use the CenterROFO Space for Tenant’s exclusive use during the Extended Term, as shown on or if the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or existing tenant in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and ROFO Space is interested in the aggregate, leave at least 100,000 square feet of space in the applicable building extending or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or renewing its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to the ROFO Space or entering into a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of for such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantROFO Space.

Right of First Offer. Commencing ninety (90) days after the date hereof (“ROFO Trigger Date”) and continuing throughout the entire Lease Term, Tenant shall have an ongoing (subject to the following terms hereof) right of first offer ("RIGHT OF FIRST OFFER") to lease additional Lease space in or adjacent contiguous to the Center, PROVIDEDPremises located on the eighth (8th) floor of the Building (“First Offer Space”); provided, however, that in the event Landlord enters into a lease for space on the eighth (8th) floor of the Building with a third party on or before the ROFO Trigger Date, then such Right thirty party tenant shall be deemed to be a ROFO Superior right and Tenant’s right of first offer shall be subject and subordinate to the rights of such third party tenant. Notwithstanding the foregoing (i) such first offer right of Tenant shall become effective only following the expiration or earlier termination of any existing lease pertaining to the First Offer shall not arise Space, including any renewal or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms extension of such Right of First Offer existing or future lease, whether or not such renewal or extension is pursuant to this Section 1.3. Landlord has advised Tenant (a) that it an express written provision in such lease, and regardless of whether any such renewal or extension is presently Landlord's intention consummated pursuant to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildinglease amendment or a new lease, and (bii) that Tenant’s first offer right shall be subordinate and secondary to all currently existing rights of expansion, first refusal, first offer or similar rights previously granted to (A) the property lying easterly tenants of any existing leases and (B) any other tenant of the Property Project (the rights described in items (i) and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"ii), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility above to be offered to Tenant pursuant to this Right known collectively as “ROFO Superior Rights”). Tenant’s right of First Offer) without first complying with all applicable provisions of offer shall be on the terms and conditions set forth in this Section 1.31.4. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety As of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt date of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 Landlord acknowledges and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have agrees that no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantROFO Superior Rights exist.

Right of First Offer. 61.1. At any time that there remains at least four (4) years in the Term, including during any exercised Renewal Periods, (provided, however, that the rights set forth in this Article 61 during a Renewal Period shall only be applicable if Tenant is occupying eighty percent (80%) or more of the Rentable Area of the Centerpointe I Building), and provided Tenant is not in default of any of the terms and conditions in this Lease, Tenant shall have the following right rights of first offer set forth in this Article with respect to any space in the Centerpointe II Building that becomes available following (or in anticipation of) the vacation of such space by any tenant, provided that the space is not as of the date of this Lease under any previous options or rights of first offer or first negotiations to any other tenant (or its assignee or sublessee) of the Centerpointe II Building (the "RIGHT OF FIRST OFFERFirst Offer Space"). First Offer Space shall not include any space which was not previously leased to and occupied by another tenant. Gin the event that Landlord shall propose to actively market or lease any First Offer Space to prospective tenants' then Landlord shall first give written notice (the "Offer Notice") to lease additional space in or adjacent to Tenant notifying Tenant of such intention and designating the Center, PROVIDED, however, that such Right of First Offer shall not arise Space which Landlord intends to so market or be effective if Tenant is lease and specifying in default hereundergood faith the Base Rent, beyond any applicable notice Additional Rent, escalations, tenant concessions and cure periods, on other terms and the date on which Landlord would otherwise require Tenant or the prospective tenant to occupy such First offer Space (each such date shall herein be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated defined as a commercial warehouse facility, is presently owned "Scheduled Commencement Date") Upon the giving of an Offer Notice by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall thereupon have an option (a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this "Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx"), as applicable, shall commence upon Tenant's receipt of written exercisable by notice from Landlord (a an "FIRST OFFER NOTICEAcceptance Notice") identifying the building or facility given to which the Right of First Offer applies, the amount of space available in such building or facility (Landlord not to be less later than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after the receipt of a the Offer Notice, to lease the designated First Offer Notice in which to reach agreement Space on all the terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space conditions specified below in the building or facility covered by this Article. If the First Offer Notice (or Space shall be for a term which is not coterminus with the entirety Term of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 Landlord's Offer Notice shall also include the terms and subject only conditions upon which Landlord would lease the First Offer Space for a term that is coterminus with the Term, and Tenant shall elect in its Acceptance Notice whether Tenant shall lease the First Offer Space for a coterminus term upon such terms and conditions or for the term that Landlord had otherwise been marketing for the First Offer Space. In the event Tenant does not exercise its option as aforesaid for any First Offer Space as to which Tenant receives an Offer Notice from Landlord, then Landlord shall have the right to enter into a lease with respect to such other modifications as may be reasonably necessary to reflect differences in designated First Offer Space (on terms substantially similar to, and at a net effective base rental which is no less than 95% of, the particular space to be occupied pursuant to such new lease and/or in terms of the economic terms applicable to TenantOffer Notice) with another tenant during the period which is twelve (12) months after the date of Landlord's leasing of such spaceOffer Notice. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of enters into a written lease within ten (10) business days after Tenant's receipt of a with another tenant for First Offer NoticeSpace as aforesaid, then Tenant shall have no further rights under this Section 1.3 with respect to at the building or facility covered by end of the term of any such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3lease, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under of first offer shall be reinstated for the written lease agreement entered into with respect remainder of the Term of this Lease as to such space, subject to the particular space covered by such First Offer Notice) terms and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantconditions herein stated.

Right of First Offer. Tenant In accordance with Section 12.193 of the Original ICPA, Section 9.183 of the New ICPA, and the Unanimous Consent and Waiver Agreement, Allegheny shall make an offer (“Offer”) to the other Sponsoring Companies (as such term is defined in the ICPA) by providing an Offer Notice (as such term is defined in the ICPA) to the other Sponsoring Companies within three days after the date of this Agreement. Allegheny shall provide Purchaser an opportunity to review and comment on Allegheny’s proposed draft of its Offer Notice prior to its distribution to the other Sponsoring Companies. Notwithstanding any review and comment by Purchaser on Allegheny’s proposed draft of its Offer Notice, Allegheny agrees that the purchase price set forth in the Offer Notice shall not exceed $107 million, and that the Offer Notice shall contain such other terms as will permit Allegheny to transfer and assign its rights and obligations under the ICPA to Purchaser in accordance with the terms of this Agreement in the event the Offer is not accepted by any other Sponsoring Companies. If the Offer is accepted by, and approved by the Board of Directors of, one or more of the other Sponsoring Companies in accordance with Section 12.193 of the Original ICPA, Section 9.183 of the New ICPA, and the Unanimous Consent and Waiver Agreement or if, within 45 days of the date of this Agreement, Allegheny enters into a definitive agreement with a Sponsoring Company for the sale and purchase of the OVEC Shares, and the transfer and assignment of Allegheny’s rights and obligations under the ICPA, this Agreement will immediately and automatically terminate, and Allegheny and Purchaser shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in no liabilities or adjacent to the Center, PROVIDEDobligations hereunder; provided, however, that such Right Allegheny shall pay Purchaser (i) Five Hundred Thousand Dollars ($500,000) in cash within 10 days of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant termination of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingAgreement, and (bii) that One Million Five Hundred Thousand Dollars ($1,500,000) in cash upon the property lying easterly closing of the Property sale and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In purchase of the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicableOVEC Shares, and neither Landlord nor its affiliatethe transfer and assignment of Allegheny’s rights and obligations under the ICPA. If the Offer is not accepted by, if applicableand approved by the Board of Directors of, shall lease space one or more of the other Sponsoring Companies in Building E accordance with Section 12.193 of the Original ICPA, Section 9.183 of the New ICPA, and the Unanimous Consent and Waiver Agreement, or in if, within 45 days of the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions date of this Section 1.3. Tenant's Right of First Offer Agreement, Allegheny does not enter into a definitive agreement with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying Sponsoring Company for the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety sale and purchase of the applicable building or facilityOVEC Shares, if less than 100,000 square feet) and the renttransfer and assignment of Allegheny’s rights and obligations under the ICPA, improvement allowance this Agreement shall continue in full force and other material terms upon which Landlord proposes effect in accordance to offer space in such building or facilityits terms. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights Allegheny’s obligations under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord 15 shall thereafter be free to proceed with the leasing survive any termination of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantAgreement.

Right of First Offer. If Tenant has taken occupancy and has built out all of the Remainder Space and the Third Floor Premises, and if no uncured event of default by Tenant has occurred under the Lease, and if Landlord is prepared to enter into negotiations with a third party for the lease of certain specific space in the Building containing 5,000 rentable square feet or more, then Landlord shall be obligated to offer, in writing, such space for lease to Tenant by notice to Tenant on terms and conditions, which, taken as a whole, are no less favorable to Landlord than the terms and conditions upon which Landlord is prepared to lease such space to such third party (“Landlord’s Offer”). Tenant shall have seven (7) calendar days following the following date of receipt by Tenant of Landlord’s Offer in which to respond, in writing, to Landlord’s Offer (a failure by Tenant to respond to Landlord’s Offer, in writing, within such time period being deemed a rejection of Landlord’s Offer by Tenant). If Tenant accepts Landlord’s Offer, then Landlord and Tenant shall enter into an amendment to the Lease containing the terms and provisions of Landlord’s Offer. If Tenant rejects or is deemed to have rejected Landlord’s Offer, then Tenant’s right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Centershall lapse and become void, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of offer to lease and to lease such building or facility at any time and from time space to time a third party, without any further obligation to offer such space to Tenant; provided, however, that if such space remains unleased on the first anniversary of the date on which Landlord receives or is deemed to have received Tenant’s rejection of Landlord’s Offer, then, once again, Landlord shall be obligated to offer such space to Tenant as hereinabove set forth. If The foregoing right of Tenant leases is a right of first offer, and not a right of first refusal, and shall be applicable only to space in either the Building E as it exists as of the date of this First Amendment and not to space in any future addition to or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either expansion of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantBuilding.

Right of First Offer. Tenant Comcast and Liberty shall each have the following a right of first offer ("RIGHT OF FIRST OFFER"a “Right of First Offer”) to lease additional space purchase the other Member’s Membership Interests in accordance with this Section 11.03. If either Liberty or adjacent Comcast desires to Transfer its Membership Interest to a third party (such electing party being referred to herein as the “Offeror Member”), the Offeror Member shall deliver to the Centerother Member (the “Offeree Member”) a written offer (an “Offer”) pursuant to which the Offeror Member will offer to [***] of such Membership Interest to the Offeree Member for the Purchase Price, PROVIDEDprovided, however, that for purposes of this Section 11.03, in determining the Fair Market Value, the [***]. Within ten (10) Business Days after delivery by the Offeror Member to the Offeree Member of the Offer, the Offeror Member shall initiate the Appraisal Process. The Offeree Member shall notify the Offeror Member in writing, not later than ninety (90) calendar days following the Final Appraisal Date, as to whether it desires to purchase such Membership Interest (or in the case of an Offer made by Comcast to Liberty, whether Liberty elects to exercise its Tag-Along Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond pursuant to Section 11.03(d)) (any applicable notice and cure periods, failure on the date Landlord would otherwise be required to notify Tenant part of the commencement Offeree Member to respond in writing to the Offer within such ninety (90) calendar day period to be deemed to constitute an election on the part of the Offeree Member not to purchase, and terms in the case of an Offer made to Liberty, an election not to exercise the Tag-Along Right). If the Offeree Member shall elect (or shall be deemed to have elected) not to purchase such Right Membership Interest, the Offeror Member shall be entitled, at any time during the twelve month period immediately following such election (or deemed election) (the “Outside Third-Party Sale Date”), to sell such Membership Interest, at a price not less than [***] percent ([***]%) of First Offer the Purchase Price. If the Offeror Member shall be entitled, pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretionSection, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord sell such Membership Interest, but shall fail to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides effect such sale prior to redevelop 000 Xxxxxx Xxxxx as a biotechnology facilitythe Outside Third-Party Sale Date, then (1) the Offeror Member shall be obligated to re-offer such Membership Interest to the Offeree Member in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or accordance with the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect 11.03(a) above prior to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in selling such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant Membership Interest to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 Third-Party Purchaser and subject only to such other modifications as may be reasonably necessary to reflect differences in (2) the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant Offeror Member shall have no further rights under right to initiate a sale of its Membership Interests to a Third-Party Purchaser or make an Offer or exercise a Call Right or Put Right (whichever is applicable) for a period of two (2) years after the Outside Third-Party Sale Date. If the Offeror Member shall be entitled, pursuant to this Section 1.3 with respect 11.03(a), to sell such Membership Interest, but desires to sell such Membership Interest for less than [***] percent ([***]%) of the Purchase Price, the Offeror Member shall be obligated to re-offer such Membership Interest to the building Offeree Member at such lesser price, in which event the Offeree Member shall respond within sixty (60) calendar days after such re-offer. If the Offeree Member shall timely accept the Offer, the Offeror Member shall Transfer the subject Membership Interest to the Offeree Member (or facility covered by if the Comcast Tenancy Requirement is satisfied, any designee of the Offeree Member that is not a Competitor of Comcast), and the Offeree Member shall accept such First Membership Interest and assume the associated obligations hereunder, on the terms set forth in the Offer Notice and Landlord shall thereafter be free to proceed otherwise in accordance with the leasing provisions of Section 8.05 hereof, as if the Offeror Member were the Selling Member and the Offeree Member were the Purchasing Member with the same force and effect as if such building or facility at any time and from time to time without any further obligation to Tenantprovisions had been set forth in the Offer in their entirety. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant No designation by the Offeree Member to a First Offer Notice under this Section 1.3, then Tenant third party shall have no further rights under this Section 1.3 with respect to either relieve the Offeree Member of such buildings its obligations for the payment of the Purchase Price or facilities (except Tenant's rights under other obligations of the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantOfferee Member hereunder.

Right of First Offer. Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall So long as Subtenant is not arise or be effective if Tenant is and has not been in default hereunderof any term or provision of this Sublease, beyond any applicable notice and cure periods, on if Sublandlord determines to sublease a portion of or the date Landlord would otherwise be required to notify Tenant entire remaining balance of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of vivarium space in the applicable building or facility Master Premises, then Sublandlord shall notify Subtenant in writing (such written notice, the “Offer Notice”) of the terms on which Sublandlord would be willing to be offered to Tenant pursuant to this Right sublease the same, which terms may include, without limitation, the subleasing of First Offerother portions of the Master Premises at Sublandlord’s sole discretion (such vivarium space together with such other portions of the Master Premises included in the Offer Notice, the “Offer Space”). If Subtenant, within five (5) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's business days after receipt of written notice Sublandlord’s Offer Notice, accepts Sublandlord’s offer in the Offer Notice and indicates in writing its agreement to sublease the Offer Space on the terms stated in Offer Notice, then, subject to Master Landlord’s consent, Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Landlord Sublandlord the Offer Space on the terms stated in the Offer Notice (a "FIRST OFFER NOTICE"and all other terms set forth in this Sublease that are not inconsistent with the terms set forth in the Offer Notice). Upon such acceptance by Subtenant, (i) identifying Sublandlord shall prepare an amendment to the building or facility to which the Right of First Offer appliesSublease reflecting all such terms, the amount of space available (ii) Subtenant shall promptly (and in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have all events within ten (10) business days after receipt of a First the same) execute the same, and (iii) the rights of Subtenant under this Paragraph 3.C shall terminate in their entirety and shall no longer be in effect. If Subtenant does not indicate in writing its agreement to sublease the Offer Space on the terms contained in the Offer Notice in which within said five (5) business day period, or if Master Landlord shall withhold its consent to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention sublease of the parties that the form of lease for any such leasing of space pursuant Offer Space to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer NoticeSubtenant, then Tenant shall have no further the rights of Subtenant under this Section 1.3 with respect to the building or facility covered by such First Offer Notice Paragraph 3.C shall terminate in their entirety and Landlord shall no longer be in effect, and Sublandlord shall thereafter be free to proceed with sublease the leasing Offer Space (or any other portion of such building the Master Premises, including without limitation any vivarium space) to any third party upon any terms and conditions in Sublandlord’s sole discretion. The rights of Subtenant contained herein shall be subject and subordinate to any rights of renewal, extension or facility at expansion under any time and from time to time without any further obligation to Tenant. If Tenant leases space other subleases in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantMaster Premises.

Right of First Offer. If the remainder of the 16th Floor of the Building (the “Offer Space”) becomes vacant after a new-to-be-determined tenant first leases and then vacates the Offer Space, and if Landlord intends to lease the Offer Space, then Landlord shall notify the Tenant of the particulars of the Offer Space (a “ROFO Trigger Notice”). The ROFO Trigger Notice shall have include Landlord’s determination of Fair Market Value for the following Offer Space, the base year for Operating Costs, Taxes and Insurance for the Offer Space, a new calculation of Tenant’s Pro Rata Share, a floor plan of the Offer Space and the date the Offer Space is available for possession by Tenant, and all material economic terms applicable to the leasing of the Offer Space. The right of first offer provided to Tenant as described in this Section 2.13 ("RIGHT OF FIRST OFFER"the “ROFO”) shall be a one-time right, subject to lease additional space in or adjacent to any Prior Rights, and may be exercised by Tenant, if and only if: (A) no default has occurred under the Center, PROVIDED, however, that such Right Lease (which remains uncured beyond the expiration of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on ) as of the date Landlord would otherwise be required is to notify send the ROFO Trigger Notice for the Offer Space; (B) Tenant is not in default of the Lease (which remains uncured beyond the expiration of any applicable notice and cure periods) as of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E date of the Center, as shown on lease of the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, Offer Space; and (bC) that the property lying easterly Tenant is then-leasing and occupying seventy percent (70%) or more of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facilityPremises. Tenant shall have ten (10) business calendar days after receipt of such ROFO Trigger Notice to notify the Landlord in writing (a First “ROFO Acceptance Notice”) that it wishes to exercise the ROFO to lease the Offer Space by incorporation thereof into the Premises under this Lease, for the remainder of the Lease Term. If Tenant declines to accept the Offer Space or fails to deliver a ROFO Acceptance Notice in which within the required time period, then the Landlord shall be free to reach agreement on all terms and achieve complete a lease transaction by execution of a written binding lease agreement with a bona fide, third-party for all or any portion of the Offer Space. If the Tenant delivers a ROFO Acceptance Notice to Landlord or its affiliatein accordance with the foregoing, then the terms and conditions for the Offer Space shall be the same terms and conditions as applicablefor the Premises, regarding Tenant's leasing and occupancy including the expiration date of at least 100,000 square feet of space this Lease, except as set out in the building or facility covered by the First Offer ROFO Trigger Notice (or including Tenant’s requirement to accept possession of the entirety Offer Space on the date the ROFO Trigger Notice states that the Offer Space is available for possession, and except that, in the event the Landlord and Tenant are unable to agree on Fair Market Value for the Offer Space within thirty (30) days after Landlord’s receipt of such building or facilitythe ROFO Acceptance Notice, if less than 100,000 the Base Rent for the Offer Space shall be the amount determined in accordance with Exhibit C, attached hereto, and the rentable square feetfootage of the Offer Space shall be determined upon the completion of a mutually agreed upon space plan for the Offer Space). It is generally The Base Tax Year for the intention of Offer Space shall be reset to the parties that fiscal year in which the form commencement date of lease for the Offer Space occurs and the Base Operating Year for the Offer Space shall be reset to the calendar year in which the commencement date of the lease for the Offer Space occurs. In such event, Landlord shall prepare an addendum to the Lease in respect of the Offer Space mutually-acceptable to Tenant and Landlord for signature by the Tenant and the Landlord. For the avoidance of doubt, in the event that the ROFO has been made by Landlord to Tenant, and Tenant (i) declines to accept such Offer Space; (ii) fails to deliver the ROFO Acceptance Notice in the time period specified above, or (iii) is unable to accept the Offer Space because of a failure of Tenant to meet any of the conditions to exercise such leasing of space ROFO in this Section 2.13, the ROFO shall be deemed forfeited and Tenant shall no longer have any rights pursuant to a First this Section 2.13. “Prior Rights” shall mean the explicit rights under leases with the existing tenants in the Building to lease the Offer Notice would be substantially identical to Space which rights exist as of the Delivery Date of this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.

Right of First Offer. Tenant If a Duke Shareholder or a Philxxxx Xxxreholder (each, a "Shareholder") desires to Transfer all or any portion of its Corporation Interest (other than pursuant to a registered public offering) to a Person other than an Affiliate, then prior to effecting or making such Transfer, the Person desiring to make such Transfer (a "Transferring Entity") shall notify in writing the other Party or Parties that are not Affiliates of the Transferring Entity (whether one or more, the "Non-Transferring Entity") of the terms and conditions upon which it proposes to effect such Transfer (which notice shall be herein referred to as a "Transfer Notice" and shall include all material price and non-price terms and conditions). The Non-Transferring Entity shall have the right to acquire all (but not less than all) of the Corporation Interest that is the subject of the Transfer Notice on the same terms and conditions as are set forth in the Transfer Notice. The Non-Transferring Entity shall have 30 days following delivery of the Transfer Notice during which to notify the Transferring Entity whether or not it desires to exercise its right of first offer offer. If the Non-Transferring Entity does not respond during the applicable period set forth above for exercising its purchasing right under this Section 4.1, such Non-Transferring Entity shall be deemed to have waived such right. If the Non-Transferring Entity elects to purchase all, but not less than all, of the Corporation Interest that is the subject of the Transfer Notice, the closing of such purchase shall occur at the principal place of business of the Corporation on the tenth day following the first date on which all applicable conditions precedent have been satisfied or waived ("RIGHT OF FIRST OFFER"but in no event shall such closing take place later than the date that is 60 days (subject to extension for regulatory approvals, but in no event more than 180 days) following the date on which the Non-Transferring Entity agrees to lease additional space in or adjacent purchase all of the Corporation Interest that is the subject of the Transfer Notice). The Transferring Entity and the purchasing Non-Transferring Entity agree to use commercially reasonable efforts to cause any applicable conditions precedent to be satisfied as expeditiously as possible. At the closing, (a) the Transferring Entity shall execute and deliver to the Centerpurchasing Non-Transferring Entity (or, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on at the date Landlord would otherwise be required to notify Tenant option of the commencement Non-Transferring Entity, to an Affiliate of the Non-Transferring Entity designated by the Non-Transferring Entity not less than five days prior to the closing) (i) an assignment of the Corporation Interest described in the Transfer Notice, in form and terms of substance reasonably acceptable to the purchasing Non-Transferring Entity (or such Right of First Offer Affiliate) and (ii) any other instruments reasonably requested by the purchasing Non-Transferring Entity to give effect to the purchase; and (b) the purchasing Non-Transferring Entity shall deliver to the Transferring Entity the purchase price specified in the Transfer Notice in immediately available funds or other consideration as specified in the Transfer Notice. If the Non-Transferring Entity does not elect to purchase the Corporation Interest pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention 4.1, or having elected to develop Building E so purchase such Corporation Interests fails to do so within the time period required by this Section 4.1, the Transferring Entity shall be free for a period of 180 days after the expiration of the Center, as shown on offer period referred to above or the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly date of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferredsuch failure, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as enter into a biotechnology facility, then in either such event Tenant shall have a Right definitive written agreement with an unaffiliated third party regarding the Transfer of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement Corporation Interest on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in conditions that satisfy the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.following criteria:

Right of First Offer. Tenant shall have To the following extent Lessor determines to sell all or any portion of the Premises, Lessor will grant Lessee the right of first offer ("RIGHT OF FIRST OFFER") to lease additional space purchase that same portion of the Premises. Prior to seeking, entertaining or considering any offers for the sale or purchase of such property, Lessor shall notify Lessee in or adjacent writing that it intends to sell such property, describing in sufficient detail the property to be sold. Lessor shall promptly make available all records pertaining to the Centerproperty to be sold for Lessee’s review, PROVIDEDand Lessee shall have thirty (30) days from receipt of such notice to review these records. Lessee shall have sixty (60) days after receipt of Lessor’s notice to submit a written offer to Lessor for the purchase of the property to be sold. Should Lessee fail to timely submit an offer to purchase such property, howeverthen Lessee shall be deemed to have waived its right of first offer for such property (subject to its reinstatement as provided below). Lessor shall have thirty (30) days from receipt of Lessee’s written offer to elect to sell the property to Lessee or to seek offers from other parties. Failure by Lessor to timely respond to Lessee’s written offer shall be deemed to be a rejection of Lessee’s offer. If Lessor accepts Lessee’s offer, that the Parties shall promptly commence preparation of the closing documents. If Lessor does not accept Lessee’s offer, then Lessor shall have a period of six (6) months after such Right of First Offer rejection in which to enter into a bona fide purchase and sale agreement to sell such property to another party, provided Lessor shall not arise or be effective if Tenant agree to sell such property to any other party unless their offer is at least ten percent (10%) greater in default hereunder, beyond any applicable notice and cure periods, on value than the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned offer submitted by LandlordLessee. In the event that either Lessor has not entered into a bona fide purchase and sale agreement with another party within six (x6) Landlord decidesmonths from rejecting Lessee’s offer, in or the waiver by Lessee’s of its sole discretion, to develop Building E right of first offer as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facilitydescribed above, then in either such event Tenant Lessee shall once again have a Right the right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer offer with respect to Building E such property under the same terms and conditions described above. Any exercise or 000 Xxxxxx Xxxxxfailure to exercise this right of first offer with respect to some but not all of the Refinery, as applicableor Lessor’s sale under this provision of some but not all of the Refinery to another party, shall commence upon Tenant's receipt not be deemed to limit, impair, restrict or inhibit Lessee’s right of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to first offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered remainder of the Refinery. Any offer made by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice Lessee under this Section 1.3, then Tenant Article XIII shall have no further rights under this Section 1.3 with respect be held confidential by Lessor and will not be disclosed to either any prospective purchasers of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantPremises.

Right of First Offer. Tenant (a) If any stockholder who is not a party to the Stockholders Agreement (a “Selling Stockholder”) wishes to transfer all or any portion of its or his shares of stock to any person other than to a Permitted Transferee (a “Third Party Purchaser”), such Selling Stockholder shall offer such shares of stock to the corporation, by sending written notice (an “Offering Notice”) to the corporation, which shall state (i) the number of shares of stock proposed to be transferred (the “Offered Securities”); (ii) the proposed purchase price per share of stock for the Offered Securities (the “Offer Price”); and (iii) the other material terms and conditions of such sale. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first offer provided for herein shall have been waived or shall have expired. For a period of 30 days after the giving of the Offering Notice (the “Option Period”), the corporation shall have the following right right, but not the obligation, to purchase (the “Purchase Right”) all of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent the Offered Securities at a purchase price equal to the Center, PROVIDED, however, that such Offer Price and upon the terms and conditions set forth in the Offering Notice. The Purchase Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable exercisable by delivering written notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant exercise thereof, prior to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E the expiration of the CenterOption Period, as shown on to the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly Selling Stockholder. The failure of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In corporation to provide notice to the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may Selling Stockholder within the Option Period shall be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility deemed to be offered a waiver of the Purchase Right. The corporation may waive its rights hereunder prior to Tenant pursuant to this Right the expiration of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of the Option Period by giving written notice from Landlord (a "FIRST OFFER NOTICE") identifying to the building or facility Selling Stockholder. The corporation may also assign the Purchase Right to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered any person designated by the First Offer Notice (or the entirety Board of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantDirectors.

Right of First Offer. Tenant shall have (a) Provided that (i) the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant Lease is in default hereunderfull force and effect, beyond any applicable (ii) no Default has occurred and is then continuing and no facts or circumstances exist which, with the giving of notice or the passage of time, or both, would constitute a Default, and cure periods(iii) the creditworthiness of Tenant, as revealed by its most current financial statements, is materially the same as or better than on the date of the Lease, Landlord would otherwise be required to shall notify Tenant in writing (“Landlord’s Notice”) of the commencement and terms availability of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of any space within the CenterBuilding, as shown on Exhibit E attached hereto and made a part hereof (the Site Plan ("BUILDING E"), as an office building rather than “Offer Space”) before entering into a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as lease with a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either third party for such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facilitySpace. Tenant shall have ten (10) business days after from its receipt of Landlord’s Notice to deliver to Landlord a First written acceptance agreeing to lease the Offer Notice in which to reach agreement Space on all the terms and achieve execution of a written lease agreement with conditions contained in Landlord’s Notice which shall be the same terms and conditions as Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant willing to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only provide to such other modifications as may be reasonably necessary third party. In the event Tenant fails to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing notify Landlord of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease its acceptance within said ten (10) business days after day period, such failure shall be conclusively deemed a waiver of Tenant's receipt ’s Right of a First Offer Noticeand a rejection of the Offer Space, then whereupon Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice Space and Landlord shall thereafter be free to proceed lease the Offer Space to a third party. In the event Tenant accepts the Offer Space on the terms and conditions specified in the Landlord’s Notice, the term for the Offer Space shall be coterminous with the leasing of such building or facility at any time and from time to time without any further obligation to Tenantterm for the original Leased Premises; provided, however, that the term for the Offer Space shall be not less than thirty-six (36) months. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First the term of the Offer Notice under this Section 1.3Space would then exceed the Lease Term for the original Leased Premises, then Tenant the Lease Term for the original Leased Premises shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect be extended automatically to the particular space covered by such First Offer Notice) and Landlord shall thereafter extent necessary, to be free to proceed coterminous with the further leasing term for the Offer Space. The Minimum Annual Rent for the Offer Space shall be equal to the rate which is then being quoted by Landlord to prospective new tenants for the Offer Space, excluding free rent and other concessions, but adjusted to reflect any term that is less than the term contained in Landlord’s Notice, provided, however, that in no event shall Tenant’s Minimum Annual Rent per square foot for the Offer Space be less than the highest Minimum Annual Rent per square foot payable during the original Lease Term for the original Leased Premises. If, as a result of both Tenant’s exercise of this right of first offer, the Lease Term for the original Leased Premises is extended, the Minimum Annual Rent for the original Leased Premises during the first twelve (12) months of any such building extended term shall be an amount equal to 103% of the Minimum Annual Rent in effect at the end of the preceding term, and such facility shall increase at any time and from time to time without any further obligation to Tenantthe rate of 3% per annum thereafter.

Right of First Offer. 10.1 Provided Tenant is not then in default under the terms, covenants and conditions of the Lease, as amended hereby, during the period commencing as of the date of this Amendment and ending August 15, 2013, Tenant shall have the following a one time right of first offer ("RIGHT OF FIRST OFFER"the “Offer Right”) to lease additional each of the separately demised space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date first floor of Building A (as depicted on Exhibit C attached hereto) (each, an “Offer Space”) at such time as such Offer Space becomes Available (defined below). Tenant’s Offer Right shall be exercised as follows: at any time after Landlord would otherwise be required to notify has determined that the Offer Space has become Available (defined below), Landlord shall advise Tenant (the “Advice”) of the commencement and terms of under which Landlord is prepared to lease such Right of First Offer pursuant Space to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan terms set forth in the Advice, which terms shall reflect the Prevailing Market ("BUILDING E"), hereinafter defined) rate for the Offer Space as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned reasonably determined by Landlord. In For purposes hereof, the event that either Offer Space shall be deemed to become “Available” as follows: (xi) if the Offer Space is not under lease to a third party or otherwise occupied as of the date of mutual execution and delivery of this Amendment, the Offer Space shall be deemed to first become Available (A) at the time Landlord decideselects, in its sole discretion, to develop Building E as a biotechnology building build spec suites in such Offer Space, or (yB) prior to Landlord’s leasing of the Offer Space when Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx has located a prospective tenant that may be transferredinterested in leasing the Offer Space; and (ii) thereafter, or if the Offer Space is under lease to a third party or otherwise occupied as applicableof the date of mutual execution and delivery of this Amendment, decides the Offer Space shall be deemed to redevelop 000 Xxxxxx Xxxxx as become Available when Landlord has determined that the third- party tenant of the Offer Space will not extend or renew the term of its lease, or enter into a biotechnology facilitynew lease, then for the Offer Space. Tenant may lease such Offer Space in either its entirety only, under such event Tenant shall have a Right terms, by delivering written notice of First Offer exercise to lease a minimum Landlord (the “Notice of 100,000 square feet Exercise”) within five (5) days after the date of space in Building E Tenant’s receipt (or deemed receipt, per the entirety notice provision of Building Ethe Lease) of the Advice, if less than 100,000 square feet) or failing which Landlord may lease the redeveloped 000 Xxxxxx Xxxxx facility, as applicablesubject Offer Space to any third party on whatever basis Landlord desires, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First subject Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to TenantSpace. If Tenant leases space exercises its Offer Right for the Offer Space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under accordance with the terms and conditions of this Section 1.310, then Tenant effective as of the date Landlord delivers the subject Offer Space, such Offer Space shall have no further rights under this Section 1.3 with respect automatically be included within the Premises and subject to either all the terms and conditions of such buildings or facilities (the Lease, as amended hereby, except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) as set forth in Landlord’s notice and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.as follows:

Right of First Offer. (a) Provided that this Lease is in full force and effect and that no default shall exist under this Lease (both at the time of the exercise of the right(s) described in this Section 40 and at the commencement of the term of any lease in respect of the Offer Space [as hereinafter defined]), Tenant shall have the following right (the "Right of first offer ("RIGHT OF FIRST OFFERFirst Offer") during the first three (3) years of this Lease to lease additional space in all or adjacent to any portion of the Center, PROVIDED, however, that such area of the Building cross hatched on Exhibit A (the "Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of Space") as such area becomes available. The Right of First Offer pursuant is subject to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E any rights of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or other tenants in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and Building in the aggregate, leave at least 100,000 square feet respect of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, Space and further subject to the amount right of space available Landlord to enter into extensions or renewals of leases in effect with any tenant on such building floor following the expiration of its lease (whether or facility (not an express renewal option is afforded to be less than 100,000 square feet or such tenant under the entirety terms of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which its lease). If Landlord proposes to offer space for lease all or any portion of the Right of First Offer Space, Landlord shall first furnish to Tenant a notice (the "First Offer Proposal") containing the material terms of the proposed lease in such building respect of the applicable portions of the Right of First Offer Space (the "Offer Space"), including without limitation (i) a floor plan of the Offer Space, (ii) annual fixed rent, (iii) any and all escalations or facilityother charges, (iv) tenant concessions or other inducements, (v) the proposed effective date, and (vi) any other material terms which Landlord shall deem appropriate. Tenant shall have ten the option, exercisable by notice delivered to Landlord within five (105) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a Landlord's First Offer NoticeProposal, to lease the Offer Space upon such terms and conditions as are contained in the First Offer Proposal. If Tenant timely delivers to Landlord written notice of Tenant's exercise of the Right of First Offer for the Offer Space, then promptly thereafter the parties shall enter into a supplemental agreement to this Lease incorporating the Offer Space as part of the Premises. If Tenant shall have no further rights under this Section 1.3 with respect declines or fails to the building or facility covered by such timely exercise its Right of First Offer Notice and Offer, Landlord shall thereafter be free to proceed with lease the leasing of such building or facility at Offer Space to any time and from time third-party tenant without regard to time without any further obligation to Tenant. If Tenant leases space the restrictions contained in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.340 and on such terms and conditions as Landlord may decide in its sole discretion, then Tenant shall have no further rights under this Section 1.3 with respect provided, however, that the annual -------- ------- fixed rent and other material terms are not substantially more favorable to either of any such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantprospective third party tenant.

Right of First Offer. If Tenant is not in default under the Lease beyond any grace or cure period, as may be applicable, Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a one time Right of First Offer to lease a minimum Suite 800, which is contiguous to Suite 808 and marked on Exhibit "A" and any part or all of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable7th floor space, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of other space in the applicable building ("Expansion Space"), during the Lease Term as the space becomes available, subject to any encumbrances which may exist at the time this Lease Agreement is signed or facility at the time the space becomes available, at Market Rent, as defined below. The Landlord shall offer such space to Tenant when it becomes available and Tenant shall exercise its right under this paragraph by giving written notice to Landlord of its exercise of this right and acceptance of Landlord's offer not later than twenty (20) days following its receipt of Landlord's offer. Expansion Space shall be deemed available when it is vacant and broom clean and not subject to any tenant rights other than Tenant's right herein. Upon exercise of Tenant's right under this paragraph, the parties shall execute an amendment to the Lease whereby the Expansion Space shall be included in the definition of the "Premises" under the Lease and shall be subject to the terms of Landlord's offer accepted by Tenant. If not accepted, Tenant's right under this paragraph shall terminate as to the offered space, except that, if Tenant does not exercise its right hereunder only because the. parties were unable to agree on the Market Rent, Tenant's right hereunder shall continue if Landlord markets the Expansion Space to third parties at less than 95% of the Market Rent offered to Tenant pursuant Tenant. Market Rent shall be defined as the rental rate which is equal to this the' prevailing market rent for properties similar to the Building in quality, size, location and use in Miami Florida on the date of the exercise of the Right of First Offer) without first complying with all applicable provisions , taking into account size and location of this Section 1.3the Premises, any rent concessions, moving concessions, tenant allowances, and brokerage commissions prevailing in the market at such time, as well as Tenant's creditworthiness, length of the term, and extent of services provided or to be provided. Tenant's Right Flight of First Offer with respect shall be limited to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt a total area of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right Expansion Space of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 31,638 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 Building and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantautomatically terminate when size has been reached.

Right of First Offer. If there is no continuing Event of Default by Tenant shall have and the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond occupying the Premises and has not otherwise assigned or sublet all or any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant portion of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facilityLeased Premises, then in either such event Tenant shall have a Right of First Offer (“ROFO”) to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or office suite in the redeveloped 000 Xxxxxx Xxxxx facility building known as Suite 157 (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in “Suite”) located adjacent to the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3Premises. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence Commencing upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety execution of the applicable building or facilityLease and expiring twenty-four (24) months prior to the expiration of the Term, if less than 100,000 square feet) Landlord shall notify Tenant of such space becoming available and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which such notification to reach agreement on all terms and achieve execution of a written notify Landlord that Tenant elects to lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If if Tenant fails to deliver notice to Landlord and of its election to exercise the ROFO, Tenant fail shall be deemed to reach agreement on all have elected not to exercise the ROFO. The base rent, terms and achieve execution conditions for the ROFO space shall be those set forth in Landlord’s ROFO notice, provided, however. Tenant improvements shall be adjusted for the term remaining under the Lease. The term for any space leased by Tenant under the exercise of a written its ROFO shall be coterminous with the Tenn. This ROFO shall be personal to Tenant, and is not transferable. Any attempted assignment or transfer by Tenant of the ROFO shall be null and void. Should Landlord receive an offer to lease within ten (10) business days after the Suite, Landlord shall notify Tenant's receipt of a First Offer Notice, then and Tenant shall have no further rights under this Section 1.3 the right to lease the Suite on the same terms as the Premises, with respect to alignment of the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed Suite lease terms with the leasing Premises lease terms. [The rest of such building or facility at any time and from time to time without any further obligation to Tenantthis page intentionally left blank. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under Signatures on the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.next page]

Right of First Offer. (a) Provided that no Event of Default has occurred and is continuing and subject to the provisions of this Paragraph 39, Tenant shall have the following a right of first offer as described in this Paragraph 39 with respect to any sale or transfer of the Premises, or any interest therein, to any person or entity; provided, however, said right of first offer shall not apply to any Excluded Transaction as provided in Section 39(e) below. If Landlord intends to offer for sale the Premises, or any interest therein, to any party (other than in connection with an Excluded Transaction), Landlord shall deliver to Tenant a written notice (constituting an offer) stating the sales price and all other material terms for the sale of the Premises (or such interest) that Landlord would accept (the "RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten thirty (1030) business days after (the "ACCEPTANCE PERIOD") from its receipt of a the First Offer Notice in which to reach agreement on all terms and achieve execution of accept, by written notice to Landlord, the First Offer. Landlord may not revoke the First Offer during the Acceptance Period. If Tenant accepts the First Offer for the Premises, Tenant must enter into a written lease purchase agreement with Landlord for the purchase and sale of the Premises by the later of (i) the expiration of the Acceptance Period or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by (ii) fifteen (15) days after Tenant has irrevocably accepted the First Offer Notice (or by written notice to Landlord as provided above. The purchase agreement for the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention sale of the parties that Premises shall provide for closing on the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences terms set forth in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such spaceFirst Offer. If Landlord and Tenant fail agree to reach negotiate any purchase agreement on all terms and achieve execution in good faith. The failure of a written lease within ten (10) business days after Tenant's receipt of a Tenant to accept the First Offer Notice, then by written notice to Landlord within the Acceptance Period as provided above shall constitute rejection by Tenant shall have no further rights under this Section 1.3 with respect to of the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantOffer.

Right of First Offer. Tenant shall have If at any time during the following right term of first offer ("RIGHT OF FIRST OFFER") to lease additional the Lease before July 1, 2027, space in Suite 330 of the Building consisting of approximately 747 rentable feet (as shown on Exhibit A) is available for lease or adjacent is about to the Center, PROVIDED, however, that become available for lease (such Right of First Offer space shall not arise or be effective deemed available for lease if it is subject to any currently existing options (i.e., existing as of the time of this Amendment of existing tenants of the Building) and so long as Tenant is not in default hereunderof the Lease, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to shall notify Tenant of the commencement availability of such space and the terms, upon which Landlord is willing to lease such space to Tenant (which terms shall be substantially consistent with the terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the CenterLease, as shown on provided the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer Base Rent payable with respect to Building E or 000 Xxxxxx Xxxxx, such space shall be the same as applicable, shall commence upon Tenant's receipt of written notice from Landlord that set forth in the tables above applicable to Suite 320 (a "FIRST OFFER NOTICE") identifying including the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) rate and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facilityschedule)). Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such spaceaccept Landlord’s offer. If Landlord and Tenant fail fails to reach agreement on all terms and achieve execution of a written lease accept Xxxxxxxx’s offer within such ten (10) business days after Tenant's receipt of a First Offer Noticeday period, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of lease such building or facility at space any time during the term of this Lease free and from time to time without clear of any further obligation to rights of Tenant. If Tenant leases space in either Building E The right of first offer contained herein shall be a one-time only right, not apply to any renewal or 000 Xxxxxx Xxxxx pursuant extension of an existing lease (even if such lease does not contain an automatic extension right) and shall be personal to a First Offer Notice under the entity executing this Section 1.3Amendment as Tenant, then Tenant shall have no further rights under this Section 1.3 with respect and is not transferable to either of such buildings any other assignee or facilities (except Tenant's rights subtenant under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantLease.

Right of First Offer. Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E If the Borrower or any Subsidiary contemplates undertaking an issuance of the Center, as shown on the Site Plan any Indebtedness ("BUILDING E"), as an office building rather other than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decidesIndebtedness permitted under Section 8.03(a), in its sole discretion(c), to develop Building E as a biotechnology building (d), (e), (f), (j), (k) or (m) or (y) Landlord or Indebtedness in an aggregate principal amount below the Threshold Amount), then, not less than thirty (30) Business Days prior to the proposed date of such issuance, the Borrower shall provide written notice (a “Debt Issuance Notice”) thereof to the Lenders, and shall deliver promptly to the Lenders such information concerning such issuance as the Lenders may reasonably request. (b) For a period of twenty (20) Business Days (the “Exclusivity Period”) after receipt by the Lenders of a Debt Issuance Notice, the Lenders shall have the exclusive option, but not the obligation, to propose the material terms and conditions (the “Proposed Terms”) under which they would be willing to provide such Indebtedness by delivering written notice (a “Proposed Term Sheet”) thereof to the Borrower, setting forth such Proposed Terms. Failure by the Lenders to deliver a Proposed Term Sheet within the applicable Exclusivity Period shall be deemed an election by the Lenders not to provide such Indebtedness. If the Lenders deliver a Proposed Term Sheet to the Borrower that purports to provide not less than the aggregate amount of financing contemplated by the issuance contemplated in the Debt Issuance Notice, then neither the Borrower nor any affiliate Subsidiary may then undertake any such issuance with any other Person unless such issuance with such other Person (x) includes financial covenants and events of Landlord to which 000 Xxxxxx Xxxxx may be transferreddefault and other terms including amortization, as applicable, decides to redevelop 000 Xxxxxx Xxxxx mandatory prepayments and maturity dates that are more favorable (taken as a biotechnology facility, then whole) to the Borrower and its Subsidiaries than the Indebtedness contemplated by the Proposed Term Sheet (such determination to be made by the Borrower in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E good faith) and (or the entirety of Building E, if y) has an All-In-Yield that is less than 100,000 square feet) the All-In-Yield of the Indebtedness contemplated by the Proposed Term Sheet; provided, that, prior to undertaking any such issuance with any other Person, the Borrower or such Subsidiary shall provide the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave Lenders with at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt Business Days’ notice thereof (and such information with respect thereto as the Lenders shall reasonably request) and afford the Lenders a period of five (5) Business Days thereafter to propose a First Offer Notice in which to reach agreement on all Proposed Term Sheet containing economic terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in as favorable to the building Borrower or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications Subsidiary as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such spaceIndebtedness. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.2.14

Right of First Offer. Landlord hereby grants to the originally named Tenant shall have herein (the following “Original Tenant”) or an assignee permitted or approved pursuant to the terms of or Article 14 of this Lease (a “Permitted Assignee”), as the case may be, a one-time right of first offer ("RIGHT OF FIRST OFFER") with respect to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant all of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 4,980 rentable square feet of space in located on the eleventh (11th) floor of the Building E other than the Premises (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility“First Offer Space”), as applicablemore particularly set forth on Exhibit A-1, attached hereto. Notwithstanding the foregoing, Tenant’s first offer right shall commence only following the expiration or earlier termination of the initial leasing after the date hereof of the First Offer Space (including any renewal of any such lease, irrespective of whether any such renewal is initially set forth in such lease or is subsequently granted or agreed upon, and neither Landlord nor its affiliateregardless of whether such renewal is consummated pursuant to a lease amendment or a new lease). In addition, if applicablesuch right of first offer shall be subordinate to all rights of other tenants of the Project, shall lease space which rights relate to the First Offer Space and are set forth in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building Project existing as of the date hereof, including, without limitation, any expansion, first offer, first negotiation and other rights, regardless of whether such rights are executed strictly in accordance with their respective terms or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3a lease amendment or a new lease. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written All tenants that initially lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or Space following the entirety of date hereof in accordance with the terms hereof and all such building or facility, if less than 100,000 square feet). It is generally third party tenants in the intention of Project with a right to lease the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would Space are collectively referred to as the “Superior Right Holders”. Tenant’s right of first offer shall be substantially identical to this Lease, excluding on the terms and conditions set forth in this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant1.2.

Right of First Offer. After the Building is fully leased, and so long as this Lease remains in full force and effect without any default by Tenant beyond the applicable grace period, Tenant shall have the following a one-time right of first offer ("RIGHT OF FIRST OFFER") offer, pursuant and subject to the following terms and conditions, to lease additional space in or adjacent to (i) the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant remainder of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E second floor of the Center, as shown on the Site Plan Building ("BUILDING E"currently leased to 908 Devices), as an office building rather than a biotechnology building, and (bii) that the property lying easterly 37,500 square feet of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxxfirst floor of the Building located below the Premises or (iii) at Tenant’s election, Xxxxx Xxx Xxxxxxxxx both such spaces ("333 OYSTER POINT"collectively, the “Available Space”); provided that, presently operated as the Available Space shall be lab capable for a commercial warehouse facility, is presently owned by Landlordwet laboratory use similar to Tenant’s Permitted Use. In the event that either Landlord desires to lease any Available Space other than to its then current tenant or occupant (xif any) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord other party presently entitled pursuant to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer written agreement to lease such Available Space, Landlord shall first make a minimum of 100,000 square feet of space in Building E (or written offer to lease such Available Space to Tenant, stating the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, Fixed Rent that Landlord will accept and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facilityand conditions of the proposed lease. Tenant shall have ten may lease such Available Space by accepting Landlord’s offer in writing within fifteen (1015) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety notice of such building or facilityoffer has been given by Landlord to Tenant or, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Leaselater, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten fifteen (1015) business days after Tenant's receipt determination of a First Offer Noticethe Fair Market Value rent (hereinafter referred to as the “Response Deadline”). If Tenant does not so accept such offer, then Landlord shall be free to lease such Available Space to any third party on such terms and conditions as Landlord may elect, in which case Tenant shall have no further rights under this Section 1.3 recourse with respect to such Available Space; provided that, if Landlord desires to enter into a lease for the building or facility covered by such First Offer Notice and Available Space that is at a rental rate which would be less than 95% of the net effective rent offered to Tenant, Landlord shall thereafter be free required to proceed re-offer the Available Space to Tenant in accordance with the leasing provisions of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of 2.3 at such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantlower net effective rent.

Right of First Offer. Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, Provided that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it there is presently Landlord's intention to develop Building E no ongoing Event of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingDefault, and (b) that the property lying easterly Ocular Therapeutix, Inc. or a Permitted Transferee shall then be in occupancy of at least 70% of the Property entire Premises under this Lease at the time it exercises any of the following rights set forth in this Article 41 and commonly known at the time the Right of First Offer Space (as 000 Xxxxxx Xxxxx Xxxxxxxxxhereinafter defined) is to be added to the then current Premises, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In subject to the event that either (x) Landlord decides, rights of other tenants in its sole discretion, the Building and subject to develop Building E as a biotechnology building or (y) Landlord or any affiliate the right of Landlord to which 000 Xxxxxx Xxxxx may be transferredextend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the then current lease), as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a one-time right (the “Right of First Offer Offer”) to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 approximately 18,417 rentable square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's 36 Xxxxxx Building located directly across the main lobby from the 36 Xxxxxx Premises as shown on Exhibit E attached hereto (the “Right of First Offer with respect Space”) at such time as Landlord desires to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which offer the Right of First Offer appliesSpace to the public for lease. In such event, the amount of space available in such building or facility (not Landlord shall give written notice to be less than 100,000 square feet or the entirety Tenant of the applicable building or facility, if less than 100,000 square feet) availability of the Right of First Offer Space and the rent, improvement allowance terms and other material terms upon conditions on which Landlord proposes intends to offer space in such building or facility. it to the public and Tenant shall have a period of ten (10) business days after receipt of a First Offer Notice thereafter in which to reach agreement on all exercise Tenant’s right to lease the Right of First Offer Space pursuant to the terms and achieve execution conditions contained in Landlord’s notice, failing which Landlord may lease the Right of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facilitySpace to any third party on whatever basis Landlord desires, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such Right of First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to TenantSpace. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a exercises its Right of First Offer Notice under this Section 1.3hereunder, then Tenant shall have no further rights under this Section 1.3 with respect to either effective as of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to date that Landlord delivers the particular space covered by such Right of First Offer Notice) Space to Tenant (the “Delivery Date”), the Right of First Offer Space shall automatically be included within the Premises and Landlord shall thereafter be free subject to proceed with all the further leasing terms and conditions of both such building this Lease, except as set forth in Landlord’s notice and such facility at any time and from time to time without any further obligation to Tenant.as follows:

Right of First Offer. Tenant shall have the following right So long as no Event of first offer ("RIGHT OF FIRST OFFER") Default then exists under this Lease, then subject to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E the terms, provisions and conditions of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingthis Section 1.5, and (b) that the property lying easterly existing (as of the Property and commonly known Effective Date) rights of Icon Clinical Research, Inc. (which is the other tenant in the Building as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"of the Effective Date), presently operated as a commercial warehouse facilityor its successors or assigns under its lease, is presently owned Tenant will have the first right to be offered by Landlord. In Landlord the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer opportunity to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of additional office space in the applicable building or facility Building (“First Offer Space”). If at any time during the Term, Landlord intends to be offered enter into negotiations for the lease of any First Offer Space (“Available Space”), Landlord will deliver written notice thereof to Tenant pursuant (“Available Space Notice”). Within 10 Business Days after Landlord’s delivery of any Available Space Notice, Tenant will deliver, if at all, its written notice to this Right Landlord that Tenant desires to enter into negotiations for its lease of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of the Available Space (“First Offer Election Notice”). If Tenant fails to deliver the First Offer Election Notice to Landlord within such 10-Business Day period, then Tenant will be conclusively deemed to have elected not to exercise its rights hereunder with respect to Building E the Available Space, and (subject to the proviso at the end of this sentence) all of Tenant’s rights and all of Landlord’s obligations hereunder with respect to the Available Space will automatically terminate and be of no further force or 000 Xxxxxx Xxxxxeffect; provided, as applicablehowever, shall commence upon Tenant's receipt of written notice from Landlord that if following any such election (a "FIRST OFFER NOTICE"or deemed election) identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (by Tenant not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or exercise its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 1.5 as to any Available Space, Landlord leases the Available Space to a person or entity other than Tenant, and the lease with such other tenant expires or otherwise terminates (including, without limitation, the expiration or other termination of all extension or renewal rights granted to such other tenant) prior to the expiration or earlier termination of the Term of this Lease, then Landlord, prior to offering such Available Space for lease to any other person or entity, will again offer the same to Tenant for lease as provided above in this Section 1.5, in which event Tenant’s rights under this Section 1.5 will again apply to such Available Space. Following Tenant’s timely delivery of its First Offer Election Notice, Landlord and Tenant will, diligently and in good faith, negotiate an amendment to this Lease with respect to Tenant’s lease of all, and not less than all, of the Available Space at a fair market rental rate and otherwise for the inclusion of the Available Space as part of the Premises under this Lease. If by the date which is 60 days after Landlord’s delivery of the Available Space Notice, Landlord and Tenant have not executed and entered into a binding written amendment as provided in this Section 1.5, then all of Tenant’s rights and all of Landlord’s obligations under this Section 1.5 with respect to the building Available Space will automatically terminate and be of no further force or facility covered by such First Offer Notice and effect (subject to the proviso at the end of the fourth sentence of this Section 1.5). Anything in this Section 1.5 or elsewhere in this Lease to the contrary notwithstanding, Landlord shall thereafter will be free under no obligation to proceed construct any improvements within or with respect to the leasing Available Space. The purpose of such building or facility at this Section 1.5 is to provide notice to Tenant so that Tenant may be in a position to offer to lease any Available Space prior to others, and, anything in this Section 1.5 to the contrary notwithstanding, nothing in this Section 1.5 will be deemed to be a right of first refusal. At any time within 10 days after Landlord’s request therefor, Tenant will, without charge, certify by written instrument reasonably acceptable to Landlord and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice , whether Landlord has fulfilled its obligations under this Section 1.31.5 and whether Tenant has any further rights hereunder, then or if Tenant shall have no further believes, in good faith, that Landlord has not fulfilled one or more of its obligations hereunder, a written summary thereof. Tenant’s rights under this Section 1.3 1.5 are personal to Tenant and may not be assigned or transferred in any manner except in connection with respect to either of such buildings an approved Transfer (or facilities (except Tenant's rights a Transfer or Permitted Transfer which does not require Landlord approval) under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantArticle 13.

Right of First Offer. Tenant (a) Prior to consummating any Asset Purchase, Asset Sale, or Joint Venture (a “Transaction”), Manager shall give written notice to Lessee of such Transaction, including a reasonable description of the material terms thereof (the “Transaction Notice”). Lessee shall have fifteen (15) days after receipt of the following right of first offer Transaction Notice ("RIGHT OF FIRST OFFER"the “Exercise Period”) to lease additional space elect, (A) in the case of an Asset Sale by Manager, to purchase not less than one hundred percent (100%) of the Target Asset on substantially the same terms and conditions set forth in the applicable Transaction Notice, or adjacent (B) in the case of a Joint Venture, to participate with Manager in such Joint Venture in equal shares or interests, subject to substantially the same terms and conditions applicable to Manager in such Joint Venture, and/or to participate as any JV Counterparty therein on substantially the same terms as set forth in such Transaction Notice. If prior to the Centerend of the Exercise Period, PROVIDEDLessee elects to participate in such Transaction as provided in the previous sentence, then Manager and Lessee shall negotiate the terms of a definitive agreement(s) governing the Transaction for not greater than forty-five (45) days following the end of the Exercise Period (the “Negotiation Period”); provided, however, that such Right the Negotiation Period shall be extended for the length of First Offer shall not arise time necessary to account for any delays in executing any definitive agreement caused by circumstances outside the reasonable control of Lessee, including, without limitation, delays caused by or be effective if Tenant is in default hereunderattributable to Manager, beyond any applicable notice and cure periods, on third party or any government rule or regulation. If following the date Landlord would otherwise be required to notify Tenant expiration of the commencement Negotiation Period, no definitive agreement has been executed with respect to the Transaction, Manager shall be entitled, without Lessee’s participation, to consummate the Transaction with a third party on substantially the same terms and terms conditions set forth in the Transaction Notice for a period of one (1) year following the expiration of the Negotiation Period. If such Right Transaction is not consummated within such one (1) year period, the rights of First Offer Lessee pursuant to this Section 1.313.2 shall be reinstated with respect to such Transaction. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions For purposes of this Section 1.313.2, “Lessee” shall include any Affiliate thereof. Tenant's Right For purposes of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer appliesthis Section 13.2, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material following terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.respective meanings set forth below:

Right of First Offer. During the period of time (the “First Offer Period”) commencing on the date of the full execution of this Lease and continuing until the Lease Expiration Date, as may be extended pursuant to the Lease Extension Addendum attached hereto as Exhibit F (subject, however, to the limitations set forth hereinbelow), Tenant shall have the following a continuing right of first offer ("RIGHT OF FIRST OFFER"the “Right of First Offer”) to lease additional any space in or adjacent the Building which is other than the Premises (the “ROFO Space”), when such applicable ROFO Space becomes available for lease, as determined by Landlord and described hereinbelow. For purposes hereof, the applicable ROFO Space shall become available for lease to Tenant immediately prior to the Centerfirst (1st) time Landlord intends to submit to a third party (other than an existing tenant or affiliate leasing such ROFO Space, PROVIDEDor portion thereof) a bona fide proposal or letter of intent to lease such ROFO Space (the “Third Party Proposal”). Notwithstanding the foregoing to the contrary: (a) Tenant’s Right of First Offer shall be subject and subordinate to all expansion, however, that first offer and similar rights currently set forth in any lease for space in the Building or the Complex which has been executed as of the date of execution of this Lease (the “ROFO Space Superior Rights”); (b) Tenant shall have no such Right of First Offer during the last eighteen (18) months of the initial Term of this Lease (and the First Offer Period shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on shortened to be the day immediately preceding such 18-month period) unless either (i) as of the date Landlord would otherwise be required delivers to notify Tenant Landlord’s First Offer Notice (as defined below), Tenant has previously properly exercised its Renewal Option to extend the initial Term of this Lease for the commencement entire Renewal Premises for the Option Term (as defined in and terms pursuant to the Lease Extension Addendum), or (ii) if Landlord’s First Offer Notice is delivered to Tenant on or before the Exercise Date (as defined in the Lease Extension Addendum), then concurrently with Tenant’s delivery of Tenant’s Election Notice (as defined below) exercising such Right of First Offer, Tenant delivers to Landlord Tenant’s Exercise Notice properly exercising such Renewal Option to extend the initial Term of this Lease for the entire Renewal Premises for the Option Term pursuant to the Lease Extension Addendum (which Tenant shall have the right to do notwithstanding the time frames for delivery of Tenant’s Interest Notice and Exercise Notice set forth in the Lease Extension Addendum); and (c) Tenant shall have no such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant in any event during the last two (a2) that it is presently Landlord's intention to develop Building E years of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliateOption Term, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.

Right of First Offer. In the event Landlord desires to sell its fee estate in the entire Premise and provided that no Event of Default has occurred under this Lease that has not been cured by Tenant, Tenant shall have a one time (subject to the following repeat provision set forth below) right of first offer to purchase the Premises ("RIGHT OF FIRST OFFERRight of First Offer") to lease additional space in or adjacent to the Center, PROVIDED, however, that such ). The Right of First Offer shall not arise or be effective if operate in the following manner: (i) Landlord shall provide written notice to Tenant is that Landlord desires to sell its fee estate in default hereunderthe entire Premises, beyond any which notice shall include the price and other material terms applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention offer to develop Building E sell the Premises (the "Notice of the Center, as shown on the Site Plan ("BUILDING EOffer"), as an office building rather than a biotechnology building, and ; (bii) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right fifteen (15) days to notify Landlord whether Tenant elects to purchase the Premises under the exact terms contained in the Notice of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicableOffer, and neither Landlord nor Tenant's failure to respond during such fifteen (15) day period constitutes Tenant's waiver of its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer; and (iii) without first complying with all applicable provisions of this Section 1.3. Tenant's if Tenant has waived its Right of First Offer, then Landlord may offer to sell the Premises to third parties provided that the terms offered to third parties are not materially different from those contained in the Notice of Offer, the selling price is no less than eighty-five percent (85%) of the price contained in the Notice of Offer with respect and a purchase agreement is executed within one (1) year of the Notice of Offer. If Landlord offers the Premises to Building E third parties and the terms are materially different from those contained in the Notice of Offer or 000 Xxxxxx Xxxxxthe selling price is less than eighty-five percent (85%) of the price contained in the Notice of Offer, as applicable, shall commence upon Tenant's receipt of written notice from then Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which must repeat the Right of First Offer appliesprocedure outlined above. In the event Tenant elects to purchase the Premises in accordance with the terms of the Notice of Offer, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, purchase price as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space set forth in the building or facility covered Notice of Offer shall be paid by the First Offer Notice Tenant to Landlord in cash, within thirty (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (1030) business days after Tenant's receipt acceptance of a the Notice of Offer terms. Further, in the event that Tenant has waived its one time (subject to the repeat provision set forth above) Right of First Offer Noticeand upon Landlord's request, then Tenant shall have no further rights under this Section 1.3 with respect provide within five (5) days of Landlord's request a written statement to the building or facility covered Landlord and any third parties designated by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If that Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.waived its

Right of First Offer. As long as Tenant shall have has not been in default during the following Term of the Lease and is not in default under the Lease at the time of its exercise of this right, and so long as this right is exercised in connection with an expansion of Tenant's Premises and for no other purpose, and subject to the prior rights of any other tenant in the Building, Landlord hereby grants to Tenant a one-time right of first offer ("RIGHT OF FIRST OFFER") on the terms and conditions contained in this paragraph to lease additional space the 6,717 square feet in or adjacent Suite P when it becomes available and is not subject to the Center, PROVIDED, however, that rights of any other tenant (the "Offer Space"). The rent for such Right of First Offer Space shall not arise or be effective if the same rate Tenant is in default hereunderthen paying for the Premises, beyond any applicable notice as escalated. Such lease shall be coterminous with the lease for the existing Premises and cure periodsif such Term is then less than three (3) Lease Years, on the Term for the existing Premises and the Offer Space shall be extended so that it will expire at least three (3) Lease Years from the commencement date Landlord would otherwise be required to notify Tenant of Tenant's lease of the commencement and terms of such Right of First Offer pursuant to this Section 1.3Space. Landlord has advised shall also provide Tenant (a) that it is presently Landlord's intention with a tenant improvement allowance in the amount equal to develop Building E of the Center, as shown on proportionate amount with respect to the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that Lease Term remaining for improvements to the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by LandlordOffer Space. In the event that either (x) the Offer Space becomes available for lease during the Term, Landlord decides, in its sole discretion, shall give notice thereof to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to Tenant which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant notice shall have a Right of First Offer contain the foregoing terms to lease a minimum of 100,000 square feet of space in Building E the Offer Space. Within five (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (105) business days after receipt of such notice, time being of the essence, Tenant shall give Landlord notice that it either does or does not wish to lease the Offer Space or if Tenant fails to give Landlord notice of its desires respecting the Offer Space within the foregoing required five (5) business day period, then Landlord shall be entitled to proceed to market and/or lease the Offer Space to a First Offer Notice in which to reach agreement on all terms third party free and achieve execution clear of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing right to first offer and occupancy of at least 100,000 square feet of space such right shall be deemed terminated in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 all respects and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under of first offer. In the event Tenant gives Landlord a notice as required in the preceding paragraph that it wishes to lease the Offer Space, then Landlord and Tenant shall have twenty (20) days from the date of the notice within which to amend this Section 1.3 with respect Lease by adding the Offer Space on the terms and conditions contained in Landlord's notice. In the event Landlord and Tenant fail to sign such amendment to this Lease, using good faith efforts, within said twenty (20) day period, time being of the building or facility covered by such First Offer Notice and essence, then Landlord shall thereafter be free entitled to proceed with to market and/or lease the leasing Offer Space to a third party free and clear of such building right and such right shall be deemed terminated in all respects. Once Landlord has made the offer to Tenant to lease any Offer Space during the Term, whether or facility at any time and from time to time without any further obligation to Tenant. If not Tenant leases space such space, this right of first offer shall automatically terminate in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then all respects and Tenant shall have no further rights under this Section 1.3 of first offer with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First any other Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantSpace.

Right of First Offer. Landlord hereby grants to Tenant shall have the following a one-time right of first offer during the initial Term with respect to Suite 204 on the second 2nd floor of the Project as outlined on Exhibit “A-1” attached hereto and made a part hereof ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED“First Offer Space”); provided, however, that such Right right of First Offer first offer shall not arise or only be effective if Tenant is has timely delivered its Notice of Exercise (as defined in default hereundersubparagraph (b)(ii) below) in accordance with the provisions of this Section 32. Notwithstanding the foregoing, beyond (i) such first offer right of Tenant shall commence only following the expiration or earlier termination of (A) any applicable notice and cure periods, on existing lease pertaining to the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingSpace, and (bB) that the property lying easterly as to any First Offer Space which is vacant as of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxxdate of this Lease, Xxxxx Xxx Xxxxxxxxx the first lease pertaining to any portion of such First Offer Space entered into by Landlord after the date of this Lease ("333 OYSTER POINT"collectively, the “Superior Leases”), presently operated as a commercial warehouse facilityincluding any renewal of such existing or future lease, whether or not such renewal is presently owned by Landlord. In the event that either (x) Landlord decides, pursuant to an express written provision in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicablelease, and neither Landlord nor its affiliateregardless of whether any such renewal is consummated pursuant to a lease amendment or a new lease, if applicable(ii) such first offer right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights granted to (A) the tenants of the Superior Leases and (B) any other tenant of the Project prior to the date of this Lease (the rights described in items (i) and (ii), above to be known collectively as “Superior Rights”), and (iii) such right of first offer shall not be triggered by the lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility Project by Landlord to an existing tenant in the Project in connection with the relocation of such existing tenant’s premises in the Project. Tenant’s right of first offer shall be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of on the terms and conditions set forth in this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant32.

Right of First Offer. Tenant In the event (i) the Owner Participant desires to directly or indirectly sell, lease, convey or otherwise transfer some or all of its Lessor Membership Interest (other than to an Affiliate of the Owner Participant or while a Lease Event of Default is continuing) or (ii) the Owner Lessor desires (or the Owner Participant desires to cause Owner Lessor) directly or indirectly to sell, lease, convey or otherwise transfer some or all of the Owner Lessor's Interest, in each case prior to the expiration of the Facility Lease Term then, if and only if as a result of such proposed sale or sales less than 50.1% of (i) the ownership interests of the Owner Lessor and each Other Owner Lessor (together, the "TOTAL OWNER LESSOR INTERESTS") or (ii) the Owner Lessor's Interest and the Other Owner Lessor's Interests (together, the "TOTAL FACILITY OWNERSHIP INTERESTS") would be held by GECC or Persons who are Affiliates of GECC, then the Owner Participant or the Owner Lessor, as the case may be, must first offer to sell such Lessor Membership Interest or such Owner Lessor's Interest, as the case may be, to Xxxxx City on the terms and conditions set forth in this SECTION 14.1. Such offer shall be made to the Facility Lessee in the form of a proposed term sheet, which proposed term sheet shall include an outline of the price and of all of the material terms, conditions and provisions upon which the Owner Participant or the Owner Lessor, as the case may be, would be willing to transfer such Lessor Membership Interest or such Owner Lessor's Interest, as the case may be, or any part thereof. Xxxxx City will thereafter have the following right within a period of first offer thirty ("RIGHT OF FIRST OFFER"30) days from and after the receipt by the Facility Lessee of such proposed term sheet to lease additional space notify the Owner Participant or Owner Lessor, as the case may be, of its irrevocable intent to exercise its right to purchase all, but not less than all, of the Lessor Membership Interests or Owner Lessor's Interest being offered hereunder. If the Facility Lessee elects to exercise the right provided in the preceding sentence, it shall within 60 days of such notice purchase, and the Owner Participant or adjacent to Owner Lessor, as the Centercase may be, PROVIDEDshall sell, howeverthe Lessor Membership Interest or the Owner Lessor's Interest, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periodsas the case may be, on the date Landlord would otherwise same terms and conditions as the offer giving rise to such right (except that the Owner Participant shall not be required to notify Tenant make any representations to the Facility Lessee with respect to matters regarding the Facility (even though such representations are being made to a potential third party purchaser) other than a warranty as to the absence of Owner Participant Liens). If the commencement and terms Facility Lessee does not give such notice to the Owner Participant or Owner Lessor, as the case may be, within the thirty (30) day period or does not purchase the Lessor Membership Interest or the Owner Lessor's Interest, as the case may be, within 60 days of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of notice, the CenterOwner Participant or Owner Lessor, as shown on the Site Plan ("BUILDING E")case may be, will be free to so sell, lease, convey or otherwise transfer such Lessor Membership Interest or such Owner Lessor's Interest, as an office building rather the case may be, or a portion thereof, at a price no less than a biotechnology buildingthe price set forth in the proposed term sheet and on terms and conditions, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated taken as a commercial warehouse facilitywhole, is presently owned by Landlordthat, other than in an immaterial respect, are no less favorable to the Owner Participant or Owner Lessor, as the case may be, than the terms and conditions set forth in the proposed term sheet. In the event that either (x) Landlord decides, the terms or conditions are revised in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties way that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building price is reduced or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.any

Right of First Offer. A. From and after the first day of the thirteenth (13th) month of the Term, provided that Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such has neither exercised its Right of First Offer shall not arise or be effective if Tenant is Refusal nor leased any space in default hereunderBuilding E, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Tenant’s Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, Refusal shall be null and (b) that the property lying easterly of the Property void and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall instead have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer appliesdescribed in this Article 38. Provided Tenant is not then in Default, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten a one-time right of offer (10the “Offer Right”) business days to lease space located in Building E (provided that in no event shall such space consist of less than one full floor of Building E) (the “Potential Offer Space”) at such time as such Potential Offer Space becomes Available (defined below). Tenant’s Offer Right shall be exercised as follows: at any time after receipt Landlord has determined that the Offer Space has become Available (defined below), Landlord shall advise Tenant (the “Advice”) of a First the terms under which Landlord is prepared to lease the Offer Notice in which Space to reach agreement Tenant on all the terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space set forth in the building or facility covered Advice, which terms shall reflect the Prevailing Market Rate for the Offer Space as reasonably determined by Landlord. For purposes hereof, an Offer Space shall be deemed to become “Available” as follows: (i) if the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It Space is generally the intention not under lease to a third party as of the parties that Effective Date, the form of lease for any such Offer Space shall be deemed to first become Available if, after Landlord’s first leasing of space pursuant the Offer Space following the date of this Lease is mutually executed and delivered but prior to Landlord’s next leasing of the Offer Space (other than to the existing tenant) Landlord has located a prospective tenant (other than the existing tenant) that may be interested in leasing the Offer Space; and (ii) thereafter, or if the Offer Space is under lease to a First Offer Notice would be substantially identical to third party as of the date of mutual execution and delivery of this Lease, excluding this Section 1.3 the Offer Space shall be deemed to become Available when Landlord has determined that the third-party tenant of the Offer Space will not extend or renew the term of its lease, or enter into a new lease, for the Offer Space. Tenant may lease such Offer Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within five (5) Business Days after the date of the Advice, failing which Landlord may lease the subject Offer Space to any third party on whatever basis Landlord desires, and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First subject Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to TenantSpace. If Tenant leases space exercises its Offer Right for the Offer Space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed accordance with the further leasing terms and conditions of both this Article 38, effective as of the date Landlord delivers the subject Offer Space, such building Offer Space shall automatically be included within the Premises and such facility at any time subject to all the terms and from time to time without any further obligation to Tenant.conditions of this Lease, except as set forth in Landlord’s notice and as follows:

Right of First Offer. (a) Subject to the terms and conditions set forth herein, Tenant shall have the following an on-going right of first offer (the "RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer") without first complying with all applicable provisions respect to any office space contiguous to the Leased Premises on any floor in the Building on which the Leased Premises is located and on any office space immediately adjacent to any floor on which the Tenant leases at least 2/3rd of this Section 1.3the floor's Usable Square Feet (any portion of such space or collectively, the "Offering Space"). Tenant's Right of First Offer with respect shall be exercised as follows: at any time after Landlord has determined that an existing tenant in the Offering Space will not extend or renew the term of its lease for the Offering Space (but prior to Building E or 000 Xxxxxx Xxxxxleasing such Offering Space to a party other than the existing tenant), Landlord shall advise Tenant (the "Advice") of the terms under which Landlord is prepared to lease the Offering Space to Tenant, including without limitation the term of any such lease, which terms shall reflect the Prevailing Market rate for such Offering Space as applicablereasonably determined by Landlord. Tenant may lease such Offering Space in its entirety only, shall commence upon Tenant's receipt of under such terms, by delivering written notice from of exercise to Landlord (a the "FIRST OFFER NOTICENotice of Exercise") identifying within five (5) business days after the building or facility to which date of the Advice, except that Tenant shall have no such Right of First Offer appliesand Landlord need not provide Tenant with an Advice, if: (i) Tenant is in default under the amount of space available in such building Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or facility (ii) the Lease has been assigned (other than to an Affiliate) prior to the date Landlord would otherwise deliver the Advice; or (iii) Tenant is not to be less than 100,000 square feet or the entirety occupying all of the applicable building Leased Premises on the date Landlord would otherwise deliver the Advice; or facility, if less than 100,000 square feet(iv) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space Offering Space is not intended for the exclusive use of Tenant during the Lease Term; or (v) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such building or facilityOffering Space. Tenant shall have ten (10) business days after receipt Tenant's Right of a First Offer Notice in shall expire on the first day of the twenty-fourth (24th) month prior to the date on which the Lease Term is to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliateexpire, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space it may be extended pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant3.5 above.

Right of First Offer. Provided that Tenant is not then in default beyond applicable grace and cure periods as provided for under this Lease, if any space contiguous to the Premises becomes vacant and available for lease by Landlord during the Term hereof, Landlord shall have the following right promptly advise Tenant of first offer such fact in writing ("RIGHT OF FIRST OFFER"“Landlord’s Space Notice”) and shall negotiate in good faith with Tenant to lease additional such space to Tenant upon terms and conditions that Landlord is offering other comparable space in or adjacent to the Center, PROVIDED, however, that such Park (“Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"Offer”), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decidesand Tenant are not able, in its sole discretionfor any reason, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or agree on the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) within 15 business days after receipt of a First Offer Landlord’s Space Notice in which has been delivered to reach agreement on all terms and achieve execution of a written lease agreement with Tenant, Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of shall be free to rent such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic whomever Landlord wishes and on whatever terms applicable to Tenant's leasing of such space. If Landlord it desires, and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect Right of First Offer unless and until the space has been leased to a third party and subsequently vacated by the third party, in which event Landlord shall promptly provide Landlord’s Space Notice again and the foregoing procedure shall be repeated until the end of the Lease Term. In the event that Landlord and Tenant do agree upon terms and conditions for such space, Landlord and Tenant shall promptly execute an amendment to the building or facility covered by Lease to incorporate such First Offer Notice space. Landlord may show the subject space to and Landlord shall thereafter be free to proceed work with the leasing of such building or facility potential tenants at any time and from time regarding the space, so long as Landlord has given Tenant the opportunity to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a exercise its Right of First Offer Notice under as described in this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantSection.

Right of First Offer. If at any time during the Term of the Lease, adjacent space on the second (2nd) or third (3rd) floor of the Building (the "First Offer Space") is available for lease or is about to become available for lease (such space shall not be deemed available for lease if it is currently subject to any existing options or rights of existing tenants of the Building) and so long as Tenant is not in default of this Lease, Landlord shall notify Tenant of the availability of such space (the "Offer Space"). Tenant shall have five (5) business days to accept Landlord's offer. Such right of first offer is a one (1) time only right with respect to the following Offer Space. If Tenant elects to lease the Offer Space, the terms of such lease shall be the same terms and conditions of this Lease except, (i) Base Rent shall be the rate Tenant is paying at the time of the exercise of the right of first offer (including three percent (3%) annual increases; (ii) Tenant shall accept the Offer Space in its "RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer as-is" condition and Landlord shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant perform any improvements to the Offer Space or provide any allowance therefor; and (iii) the term of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First entire Premises (including the Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Space) following Tenant's rights under exercise of the written lease agreement entered into right of first offer shall be, at Tenant's election: (1) unchanged such that the Term of the Lease with respect to the particular space covered entire Premises shall expire on the Expiration Date, in which case the Base Rent payable by Tenant for the Offer Space shall be increased by One and 00/100 Dollar ($1.00) per rentable square foot per year from that set forth in clause (i) above; or (2) extended by no less than four (4) years (with any longer extension to be subject to Landlord's reasonable approval). If the Term of the Lease is extended pursuant to clause (iii)(2) above, the Base Rent for such First Offer Noticeextended term shall increase by three percent (3%) and each year. If Tenant fails to accept Xxxxxxxx's offer within such five (5) business day period, Landlord shall thereafter be free to proceed with lease the further leasing of both such building and such facility at Offer Space any time during the term of this Lease free and from time clear of any rights of Tenant. The right of first offer contained herein shall not apply to time without any further obligation renewal or extension of an existing lease (even if such lease does not contain an automatic extension right) and shall be personal to Tenantthe entity executing this Lease as tenant.

Right of First Offer. Provided that no Default has occurred under any provision of this Lease, either at the time of the delivery of “Landlord’s Notice” or at the time of the delivery of “Tenant’s Notice” (as hereinafter defined), Landlord hereby grants Tenant shall have the following a continuing right of first offer ("RIGHT OF FIRST OFFER"“First Right”) to lease additional space in or adjacent each of the buildings in “Phase 1” and/or in “Phase 2” of the Project, which buildings are shown on Exhibit A-1 attached hereto (the “First Right Space”), in accordance with and subject to the Centerprovisions of this Section; provided that this First Right shall cease to be effective during the final 12 months of the Term unless and until Tenant exercises its extension option set forth in Section 1 of this Exhibit G. Except as otherwise provided below, PROVIDEDprior to leasing the First Right Space, howeveror any portion thereof, to any other party during the period that this First Right is in effect, Landlord shall give Tenant written notice (the “Landlord’s Notice”) of the basic economic terms including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Landlord is willing to lease such particular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. It is understood that should Landlord intend to lease other office space in addition to the First Right Space as part of a single transaction, then Landlord’s Notice shall so provide and all such space shall collectively be subject to the following provisions. Within 5 business days after delivery of Landlord’s Notice, Tenant must give Landlord written notice (the “Tenant’s Notice”) pursuant to which Tenant shall elect to (i) lease all, but not less than all, of that portion of the First Right Space specified in Landlord’s notice (the “Designated Space”) upon such Economic Terms and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Designated Space, specifying that such Right refusal is not based upon the Economic Terms, but upon Tenant’s lack of First Offer need for the Designated Space, in which event Landlord may lease the Designated Space upon any terms it deems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall not arise or also specify revised Economic Terms upon which Tenant shall be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on willing to lease the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by LandlordDesignated Space. In the event that Tenant does not so respond in writing to Landlord’s Notice within said period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant’s Notice elects clause (iii) above, Landlord may elect to either (x) Landlord decideslease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, in its sole discretion, to develop Building E as a biotechnology building or (y) lease the Designated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant, then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within 10 days. Tenant’s failure to timely return the amendment shall entitle Landlord to specifically enforce Tenant’s commitment to lease the Designated Space, to lease such space to a third party, and/or to pursue any other available legal remedy. In the event that Landlord leases the First Right Space, or any portion thereof, to a third party in accordance with the provisions of this Section, and during the effective period of this First Right the First Right Space, or any portion thereof, shall again become available for reletting, then prior to Landlord entering into any such new lease with a third party for the First Right Space, Landlord shall repeat the procedures specified above in this Section. Notwithstanding the foregoing, it is understood and agreed that Tenant’s First Right shall be subject and subordinate to: (i) the right and interest of Dell Marketing L.P. or any affiliate of thereof and their successors and assigns, and (ii) any extension rights which may hereafter be granted by Landlord to which 000 Xxxxxx Xxxxx may any third party tenant hereafter occupying the First Right Space or any portion thereof, it being understood and agreed that Landlord shall in no event be transferred, as applicable, decides obligated to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a initiate this First Right prior to leasing any portion of the First Offer Right Space to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3then-current occupant thereof. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further ’s rights under this Section 1.3 with respect shall belong solely to the building Arista Networks, Inc., a Delaware corporation, and any attempted assignment or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing transfer of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into in connection with respect to the particular space covered by such First Offer Noticea Permitted Transfer) shall be void and Landlord shall thereafter be free to proceed with the further leasing of both such building no force and such facility at any time and from time to time without any further obligation to Tenanteffect.”

Right of First Offer. Subject to the rights of any existing tenants as they exist on the date of this Lease (the “Superior Rights”), and upon and subject to the terms and conditions set forth in this Section 38, Landlord hereby grants to Tenant shall have the following a right of first offer with respect to all space on floors two ("RIGHT OF FIRST OFFER"2) through eight (8) of the Building (“Offer Space”). The right of first offer granted to lease additional space in or adjacent Tenant with respect to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer Space pursuant to this Section 1.338 is referred to herein as the “ROFO”. Landlord has advised Tenant (a) may exercise its ROFO as to the Offer Space that it is presently Landlord's intention becomes available as to develop Building E all but not less than all of the Center, Offer Space that is then available as shown on indicated in the Site Plan Landlord Offer Notice ("BUILDING E"as defined below), as an office building rather than a biotechnology buildingupon written notice to Landlord in the manner provided below. However, and Tenant shall not have the right to exercise its ROFO if, at that time, Tenant Default exists, Landlord shall notify Tenant, in writing, when Offer Space becomes available (b) that the property lying easterly “Landlord Offer Notice”). Upon receipt of the Property and commonly known as 000 Xxxxxx Xxxxx XxxxxxxxxLandlord Offer Notice, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First five (5) business days in which to notify Landlord, in writing, if Tenant wishes to exercise its ROFO as to the Offer Space identified in the Landlord Offer Notice (the “Tenant Notice”). If Tenant does not exercise the ROFO as to the Offer Space identified in the Landlord Offer Notice within the five (5) business day period, or if Tenant notifies Landlord that Tenant does not wish to exercise its ROFO as to the Offer Space, Landlord shall be free to lease the Offer Space, free from Tenant’s rights under this Section 38, for a minimum period of 100,000 square feet of space in Building E twelve (or the entirety of Building E, if less than 100,000 square feet12) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility months thereafter (excluding any leases after which, individually and in Tenant’s ROFO shall apply once again to the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Offer Space). If Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer does not exercise its ROFO with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (an available space and another tenant leases such space for a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy period of at least 100,000 square feet of three (3) years, then Tenant’s ROFO over that space shall no longer apply so long as that other tenant remains in the building or facility covered by the First Offer Notice (or the entirety of such building or facilityoccupancy; however, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant shall Become Available as hereinafter defined, Tenant’s ROFO shall again apply to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Noticetimely exercises its ROFO, then Tenant shall have no further rights under in accordance with this Section 1.3 38, with respect to the building or facility covered by such First Offer Notice and Space identified in the Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord , the terms of this Lease shall thereafter be free apply to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.that Offer Space, except as follows:

Right of First Offer. During the first two (2) Lease years, as long as Tenant has not been in an Event of Default, beyond any applicable cure period, during the Term of the Lease and is not in an Event of Default, beyond any applicable cure period, under the Lease at the time of its exercise of this right, and so long as this right is exercised in connection with an expansion of Tenant's Premises and for no other purpose, and subject to the prior rights of any other tenant in the Building, Landlord thereby grants to Tenant a one-time Right of First Offer on the terms and conditions contained in this paragraph to Lease any space in Building 3 which becomes available and is not subject to the rights of any other tenant (the "Offer Space"). Once this right is offered one time on a space, such offer shall be deemed terminated in all aspects with respect to such space and Tenant shall have no further rights thereto. The rent for such Space shall be at the following greater of (i) the then-prevailing rate for similar space in the Chantilly, Virginia market, or (ii) the same rate Tenant is then paying for the Premises, as escalated. Such Lease shall be coterminous with the Lease for the existing Premises and if such Term is then less than three (3) Lease Years, the Term for the existing Premises and the Offer Space shall be extended so that it will expire at least three (3) Lease Years from the commencement date of Tenant's Lease of the Offer Space. Landlord shall also provide Tenant with a tenant improvement allowance in the amount of Three Dollars ($3.00) per rentable square foot for improvements to the Offer Space. In the event any Offer Space becomes available for Lease during the Term, Landlord shall give notice thereof to Tenant which notice shall contain the foregoing terms to Lease the Offer Space. Within five (5) business days of such notice, time being of the essence, Tenant shall give Landlord notice that it either does or does not wish to Lease the Offer Space. In the event Tenant's notice provides that it does not wish to Lease the Offer Space or if Tenant fails to give Landlord notice of its desires respecting the Offer Space within the foregoing required five (5) business day period, then Landlord shall be entitled to proceed to market and/or Lease the Offer Space to a third party free and clear of Tenant's Right to First Offer and such right of first offer ("RIGHT OF FIRST OFFER") shall be deemed terminated in all respects and Tenant shall have no further Rights to First Offer. In the event Tenant gives Landlord a notice as required in the preceding paragraph that it wishes to lease additional space the Offer Space, then Landlord and Tenant shall have twenty (20) days from the date of the notice within which to amend this Lease by adding the Offer Space on the terms and conditions contained in Landlord's notice. In the event Landlord and Tenant fail to sign such amendment to this Lease, using good faith efforts, within said twenty (20) day period, time being of the essence, then Landlord shall be entitled to proceed to market and/or lease the Offer Space to a third party free and clear of such right and such right shall be deemed terminated in all respects. Once Landlord has made the off the to Tenant to lease any Offer Space during the Term, whether or adjacent to the Centernot Tenant leases such space, PROVIDED, however, that such this Right of First Offer shall not arise or be effective if Tenant is automatically terminate in default hereunder, beyond any applicable notice all respects and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right no further Rights of First Offer with respect to any other Offer Space. In the event Tenant expands in the Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which per the Right of First Offer appliesand Tenant has a duly authorized broker, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facilitywriting, if less than 100,000 square feet) and the rent, improvement allowance said broker materially and other material terms upon which Landlord proposes to offer space constructively is engaged in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy expansion negotiations, then Landlord shall pay said broker a commission for such expansion. Landlord shall not pay any broker of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease Tenant a commission for any such leasing future renewals of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.

Right of First Offer. Tenant shall have the following a right of first offer ("RIGHT OF FIRST OFFER"as described below) to lease additional any available space in or adjacent to the CenterBuilding (the "Offer Space"), PROVIDED, however, that such Right of First Offer shall not arise or be effective if so long as this Lease is in effect and Tenant is not in default hereunder, hereunder beyond any applicable notice and cure periods. Prior to offering or marketing any such space for lease, on the date Landlord would otherwise be required to shall notify Tenant in writing of the commencement rental rates, terms and terms conditions for tenancy of such Right of First the Offer pursuant to this Section 1.3. Landlord has advised Tenant Space, which shall be based on then current market conditions; provided that, (a) that it if the remaining Term of this Lease is presently Landlord's intention then greater than four (4) years, the term of such Lease offered to develop Building E Tenant shall be coterminous with the Term of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingthis Lease, and (b) that if the property lying easterly remaining Term of this Lease is then less than four (4) years, the Property term of such Lease offered to Tenant shall be coterminous with the Term of this Lease only if (i) Tenant has an option to extend the Term of this Lease as provided in Section 10.15 above and commonly known (ii) Tenant irrevocably exercises its option to extend said Term by notice in writing to Landlord (in which event, the provisions of subparagraph (g) of Section 10.15 shall not apply). If Tenant desires to exercise such right of first offer, Tenant shall provide Landlord with Xxxxxx's written notice to lease the Offer Space upon the same rates, terms and conditions as 000 Xxxxxx Xxxxx Xxxxxxxxxspecified in Landlord's notice, Xxxxx Xxx Xxxxxxxxx no later than fifteen ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by 15) days after receipt of Landlord's written offer. In the event Tenant fails to provide written notice of acceptance of Landlord's offer within fifteen (15) days of receipt of Landlord's written offer, such offer shall be deemed waived and of no further force and effect as to such space, provided that either Landlord shall once again offer such space to Tenant in accordance with the above procedure if (xa) Landlord decides, in it has not leased such space within 150 days of its sole discretion, to develop Building E as a biotechnology building initial offer or (yii) Landlord or any affiliate it proposes to enter into a lease of Landlord to such space for an effective rental rate (after taking into account allowances, concessions, free rent and the like) which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if is less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety 90% of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation effective rental rate offered to Tenant. If Tenant leases space in either Building E or 000 WITNESS the execution hereof under seal on the day and year first above written. LANDLORD: Clarks Hill, LLC __________________________ By: /s/ Xxxxxxx X. XxXxxx ---------------------- Witness Name: Xxxxxxx X. XxXxxx Title: Manager TENANT: Lifeline Systems, Inc. __________________________ By: /s/Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either X. Xxxxxx ------------------- Witness Name: Xxxxxx X. Xxxxxx Title: Senior Vice President of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) Finance and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.Treasurer EXHIBIT A PREMISES EXHIBIT A-1 CAFETERIA SPACE -44- EXHIBIT B DEFINITION OF OPERATING EXPENSES

Right of First Offer. Tenant shall have Except for Permitted Issuances (as defined in the following right Purchaser's Certificate of first offer Incorporation), prior to issuing new capital stock (the "RIGHT OF FIRST OFFERNew Common Stock") to lease additional space any Person(s) ("New Common Stock Offerees"), the Purchaser shall offer (the "New Common Stock Offer") the Seller an opportunity to purchase in cash or adjacent in the form of catalog advertisements (valued at the published "rate card rate") its Pro Rata (as defined in the Stockhholders Agreement) portion of the New Common Stock on the same terms and conditions as offered to the Center, PROVIDED, however, that New Common Stock Offerees. The Purchaser shall make such Right of First New Common Stock Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable by providing the Seller with notice and cure periods, on (the date Landlord would otherwise be required to notify Tenant "New Common Stock Notice") setting forth (a) the Seller's Pro Rata portion of the commencement New Common Stock, (b) the consideration to be paid for each share of New Common Stock and (c) all other material terms of such Right of First New Common Stock Offer. The Seller may elect to accept the New Common Stock Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of delivering written notice from Landlord (a "FIRST OFFER NOTICE") identifying of its acceptance to the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease Purchaser within ten (10) business days after Tenant's receipt delivery of a First the New Common Stock Notice (the "Election Notice"). If the Seller has elected to purchase the New Common Stock, the sale thereof shall be consummated on the proposed closing date set forth in the New Common Stock Offer which shall be no sooner than fifteen (15) days after the delivery of the New Common Stock Notice. In the event the Seller elects not to exercise its right pursuant to this Section 4.7, then Tenant fails to timely give an Election Notice or fails to purchase the securities allocated to it at the closing designated therefor by the Purchaser, the Seller shall cease to have no any further rights under this Section 1.3 with respect 4.7 and no other Person shall have the right to purchase the securities offered to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to TenantSeller. If Tenant leases space The covenants set forth in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant 4.7 shall have terminate and be of no further rights under this Section 1.3 with respect to either force or effect upon the earlier of such buildings or facilities (except Tenant's rights under i) a Qualifying Offering and (ii) a Sale of the written lease agreement entered into with respect to Company (each as defined in the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantStockholders Agreement).

Right of First Offer. Tenant shall have Wilsonville and TVWD entered into the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to 2000 Master Agreement, Accord, First Amendment and the CenterWillamette Intake Facilities Agreement regarding the construction, PROVIDEDjoint ownership, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant continuing operations of the commencement WRWTP, which all remain and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Centerwill remain in full force and effect, except as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decidesotherwise amended, in its sole discretionwriting, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferredby TVWD and Wilsonville. The Accord Agreement, as applicabledated June 19, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility2001, then in either such event Tenant shall have expressly provides a Right of First Offer be made between Wilsonville and TVWD with respect to lease a minimum any sale, transfer, exchange, grant of 100,000 square feet option to purchase, lease, or other disposal of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or their respective interests in the redeveloped 000 Xxxxxx Xxxxx facility (excluding Property, or any leases whichpart of, individually and or interest in, or ownership interest in the aggregateSupply Facilities (which include the Intake Facilities). Wilsonville has been offered and declined the first right to purchase the Intake Facility capacity held by TVWD and consented to sale, leave at least 100,000 square feet purchase and transfer of space in 62.3 MGD of existing and expanded capacity between TVWD and the applicable building or facility to be offered to Tenant pursuant other Parties to this Right Agreement and waived further application of First Offer) without first complying the Accord Agreement thereto. In accordance with all applicable provisions of this Section 1.3. Tenant's the Accord Agreement, the reciprocal Right of First Offer with respect to Building E or 000 Xxxxxx XxxxxIntake Facilities remains in full force and effect with respect to 56.5 MGD of TVWD’s retained interest in the Intake Facilities and Wilsonville’s 25.0 MGD retained interest in the Intake Facilities, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying notwithstanding anything to be construed to the building or facility contrary in this Agreement. Additional terms with respect to which the Right of First Offer applies, continue to apply and are detailed in the Accord Agreement. If TVWD or Wilsonville declines to lease or purchase all or a portion of the amount of space available offered, then the declined amount may be offered to the Parties for lease or for purchase, as provided in such building or facility (not to be less than 100,000 square feet or Sections 14 and 19. Notwithstanding the entirety terms of the applicable building Right of First Offer, Wilsonville and TVWD do hereby agree to waive their Right of First Offer for leases of five years or facility, if less than 100,000 square feet) shorter duration offered by Wilsonville or TVWD to the other Parties (“Short Term Waiver”). A lease to which this Short Term Waiver applies may be renewed for one additional term and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It Short Term Waiver is generally the intention of the parties applicable for that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any one time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantrenewal.

Right of First Offer. Landlord hereby grants to the named Tenant shall have in this Third Amendment (the following "Original Tenant"), and any Permitted Transferee or Permitted Assignee, an ongoing right of first offer with respect to ("RIGHT OF FIRST OFFER"i) to lease additional that certain space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant second (2nd) floor of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 containing 5,846 rentable square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, commonly known as applicableSuite 202, and neither Landlord nor its affiliate, if applicable, shall lease (ii) that certain space in on the second (2nd) floor of the Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 containing 5,858 rentable square feet of space commonly known as Suite 205 (collectively, the "First Offer Space"). Notwithstanding the foregoing, such first offer right of Tenant shall be subordinate to the existing leases of the First Offer Space (including renewals of any such lease, irrespective of whether any such renewal is currently set forth in the applicable building such lease or facility to be offered to Tenant is subsequently granted or agreed upon, and regardless of whether such renewal is consummated pursuant to this Right a lease amendment or a new lease). Such right of First Offer) without first complying with offer shall also be subordinate to all applicable provisions rights of this Section 1.3. Tenant's Right other tenants of the Project, which rights relate to the First Offer with respect to Building E or 000 Xxxxxx XxxxxSpace and are, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facilitydate hereof, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space expressly set forth in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet existing leases of space in the building Project, including, without limitation, any expansion, first offer, first refusal, first negotiation and other similar rights, regardless of whether such rights are executed strictly in accordance with their respective terms or facility covered by pursuant to a lease amendment or a new lease (the "Superior Rights"). Notwithstanding any contrary provision in the lease of any Superior Right Holder, such existing rights of any Superior Right Holder shall continue to be Superior Rights in the event that such Superior Right Holder's lease is renewed or otherwise modified (and irrespective of whether any such renewal is currently set forth in such lease or is subsequently granted or agreed upon, and regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease). All such current tenants of the First Offer Notice (or Space, all such third party tenants in the entirety Project holding Superior Rights, and all tenants under "Intervening Leases," as that term is defined in Section 9.5, below, are collectively referred to as the "Superior Right Holders". Tenant's right of such building or facility, if less than 100,000 square feet). It is generally first offer shall be on the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding terms and conditions set forth in this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant9.

Right of First Offer. During the Lease Term only, Tenant shall have the following one (1) time right of first offer with respect to the fifth ("RIGHT OF FIRST OFFER"5th) to lease additional floor space in or adjacent to the CenterBuilding (the “Offering Space”), PROVIDED, however, that such which Right of First Offer shall be subject and subordinate to any right of first offer, first refusal, expansion, extension of like or similar right existing as of the date of this Lease, and shall be exercised as follows: at any time after Landlord has determined that the existing tenant in any portion of the Offering Space will not arise extend or be effective if renew the term of its lease for the Offering Space (but prior to leasing such Offering Space to a party other than the existing tenant or a party holding a Superior Right), Landlord shall advise Tenant (the “Advice”) of the terms under which Landlord is prepared to lease such portion of the Offering Space to Tenant for the remainder of the Lease Term, including any extension (subject to the provisions set forth below). Tenant may lease such portion of the Offering Space in default its entirety only, under such terms, by delivering written notice of exercise to Landlord (“Notice of Exercise”) within fifteen (15) business days after the date of the Advice. If Tenant fails or is unable to timely exercise its right hereunder, beyond any applicable notice then such right shall lapse, and cure periods, on the date Landlord would otherwise be required to notify Tenant may lease all or a portion of the commencement and Offering Space to third parties on such terms of such Right of First Offer pursuant to this Section 1.3. as Landlord has advised Tenant may elect (a) that it is presently Landlord's intention to develop Building E “Third Party Lease”); provided, however, if during the 180-day period following the initial delivery of the CenterAdvice to Tenant, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, the rentable square footage of the Offering Space to develop Building E as a biotechnology building be leased changes by greater than ten percent (10%) or (y) the Economic Terms that Landlord or any affiliate of is prepared to accept under a Third Party Lease are greater than ten percent (10%) more favorable to the tenant than the Economic Terms offered by Landlord to which 000 Xxxxxx Xxxxx may be transferredTenant (as such Economic Terms are adjusted to account for the difference, as applicableif any, decides in the lease term offered to redevelop 000 Xxxxxx Xxxxx as a biotechnology facilityTenant and the lease term offered to such third party), then Landlord shall first make an offer of such more favorable Economic Terms (as such Economic Terms are adjusted to account for the difference, if any, in either the lease term offered to Tenant and the lease term offered to such event third party) (the “New Offer Terms”) to Tenant by written notice (the “Additional Notice”) setting forth the New Offer Terms, and Tenant shall have five (5) business days from Tenant's receipt of the Additional Notice to accept the New Offer Terms set forth in the Additional Notice (which procedure shall be repeated until Landlord enters into a Right of lease or lease amendment with respect to such First Offer Space which does not require Landlord to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered deliver another First Offer Notice to Tenant pursuant to the terms of this paragraph or Tenant exercises such right of first offer, as applicable). As used in this Right of First Offer, "Economic Terms" shall refer to the net, aggregated cost to Tenant or another party, on a present value basis, of the effect of the following terms for any particular Offering Space: (x) without first complying with all the rental rate (including additional rent and considering any “base year” or “expense stop” applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord thereto); (a "FIRST OFFER NOTICE"y) identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building any improvement allowance or facility (not the value of any work to be less than 100,000 square feet or performed by Landlord in connection with the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building Offering Space (which amount is a deduction from the cost to Tenant or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary party); and (z) the amount of free rent (which amount is a deduction from the cost to reflect differences in the particular space to be occupied pursuant to Tenant or such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantother party).

Right of First Offer. Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either Tune or any Permitted Transferee of Tune desires to Dispose of any or all of the Tune Partnership Interest at any time or from time to time after the end of the Restricted Period to a Person other than a Permitted Transferee, it shall notify MTVNS in writing of such desire at least 30 days prior to making any such Disposition. MTVNS or its designee may, at any time during such 30-day period prior to any such desired Disposition make an offer to purchase such portion of the Tune Partnership Interest that Tune or its Permitted Transferee has indicated it desires to Dispose of, which offer, if accepted, shall constitute a valid and binding agreement subject to the applicable provisions of Section 8.06. Tune or any Permitted Transferee of Tune shall, if requested by MTVNS, negotiate in good faith for a 30-day period following the delivery of such notice by MTVNS or its designee (the "Negotiation Period") to reach an agreement for the sale of the Tune Partnership Interest to MTVNS. If no such agreement is reached, MTVNS may confirm its prior offer or make a new offer to Tune regarding the purchase of such portion of the Tune Partnership Interest, which reconfirmed or new offer, if made, shall, if accepted, constitute a valid and binding agreement subject to the applicable provisions of Section 8.06. If Tune or its Permitted Transferee elects to accept such offer, it shall do so on the terms and subject to the conditions specified in such offer (but MTVNS or its designee shall be obligated to pay interest on the purchase price for any period from 90 days after acceptance of such offer until the consummation thereof at an annual rate equal to LIBOR plus 1% unless the delay in such consummation is primarily attributable to any act or failure to take a required action on the part of Tune or such Permitted Transferee); if it elects not to accept such offer or if MTVNS fails to make any such offer, Tune or its Permitted Transferee may, for a period of 180 days (or 270 days, if pursuant to a binding agreement entered into within 100 days) after the earlier of (i) the receipt of the last bona fide offer from MTVNS or its designee or (ii) the expiration of the Negotiation Period or the 30 day prior notice period, if MTVNS does not request it to negotiate, Dispose of or agree to Dispose of any or all of its Partnership Interest to any Person other than MTVNS or its designee (x) Landlord decidesif no such offer was made by MTVNS or its designee, in its sole discretionat any price or on any terms or conditions subject to compliance with the applicable provisions of this Agreement, to develop Building E as a biotechnology building or (y) Landlord or if any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferredsuch offer was made, as applicableon terms (including price (evaluated on an after-tax basis)) and other terms and conditions, decides to redevelop 000 Xxxxxx Xxxxx taken as a biotechnology facilitywhole, then in either such event Tenant shall have a Right of First Offer which are no more favorable to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less transferee than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or those set forth in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to last bona fide offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord made by MTVNS or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantdesignee.

Right of First Offer. Tenant During the Term, Licensee shall have the following exclusive right of first offer to obtain the right to (i) distribute, market, warehouse and sell in the Field in the Authorized Channel in the Territory products containing improved versions of the Compound, alone or in combination with other compounds, or products containing other compounds covered by any of the Valid Claims of the Patents (collectively "RIGHT OF FIRST OFFERImprovements") to lease additional space and (ii) distribute, market, warehouse and sell in the Authorized Channel in the Territory products containing the Compound for approved prescription drug use in humans (collectively, "Prescription Products"), developed or adjacent to the Centerotherwise acquired by Senetek or its Affiliates. At such time as Senetek determines, PROVIDED, howeverbased on preliminary studies, that an Improvement exhibits biological activity that may make it commercially marketable or that a Prescription Product has been approved or may be approvable for marketing in the Territory, Senetek shall give written Notice thereof to Licensee, accompanied by such Right of First Offer shall not arise study and/or regulatory data as may be in Senetek's possession or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) control that it is presently Landlord's intention permitted to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingdisclose to Licensee, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant Licensee shall have a Right of First Offer forty-five (45) days from the date that Senetek gives such Notice (the “Notice Period”) to lease a minimum of 100,000 square feet of space give Notice to Senetek setting forth in Building E (or reasonable detail the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes Licensee would acquire the right to distribute, market, warehouse and sell products containing the Improvement in the Field in the Authorized Channel in the Territory or Prescription Products in the Authorized Channel in the Territory, as the case may be. During this Notice Period, Senetek shall not offer space the Improvement or the Prescription Product to any third party in such building or facilitythe Authorized Channel in the Territory. Tenant Senetek shall have ten be permitted to give Notice, within fifteen (1015) business days after receipt of a First Offer any such Notice from Licensee, either accepting or rejecting Licensee's offer and, if rejecting, may set forth Senetek's counter-offer, in which event Licensee shall be permitted to reach agreement on all terms give Notice within fifteen (15) days accepting or rejecting Senetek's counter-offer and, if rejecting, may set forth a final offer, which Senetek shall accept or reject within fifteen (15) days. If Senetek elects not to accept Licensee's offer and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice any final offer (or if no Notice setting forth an offer or final offer is made by Licensee within the entirety periods prescribed above) Senetek shall be free subject to the terms of this Agreement to grant such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant rights to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only others on terms no better to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered party than those last offered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantLicensee.

Right of First Offer. Tenant If at any time during the first year of the term of this lease only, after the Commencement Date the Lessor shall wish to offer for rent any vacant space in the Building immediately adjacent to the Demised Premises (excluding however, any offer, arising out of or relating to an expansion option, renewal option, first right to lease, or other right granted to a Lessee of the Building or any offer by then current Lessee of such space whether or not pursuant to a renewal or expansion option), the Lessor shall submit written notice thereof to the Lessee. Upon receipt of the aforesaid notice from Lessor, the Lessee shall have the following right (the "Right of first offer First Offer"), exercisable at any time within fifteen ("RIGHT OF FIRST OFFER"15) calendar days from the date of such notice, to lease said portion of the said floor that is the subject of the Offer at ninety five (95%) percent of the then Market Base Rental Rate (and with the right to ninety five [95%] percent of Lessor's then work letter pro rated for balance of the term of the lease term for such additional space in or adjacent ) and Lessor's initial notice to Lessee shall set forth the Market Base Rental Rate and work letter offering for such space . If the Lessee elects to exercise the Right of First Offer, it shall, prior to the Centerend of said fifteen (15) calendar day period, PROVIDEDdeliver written notice of such exercise to the Lessor, however, that and the leasing of said space shall commence on the last day of said fifteen (15) calendar day period and shall be evidenced by a lease modification agreement executed by Lessee modifying htis lease to reflect the additional space and new terms and the term shall be for the balance of the term of the lease to which this Rider is attached.. If the Lessee shall not exercise such Right of First Offer within the said fifteen (15) calendar day period or shall not arise or be effective if Tenant is in default hereunder, beyond any applicable fail to deliver written notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, exercise as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer appliesprovided above, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant Lessor shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing lease said space, or any portion thereof to any third party at any rate and upon any terms and for any period of such building or facility time acceptable to Lessor at any time and from time or times thereafter . Lessee shall not have the right to time without assign its right of first refusal to any further obligation to Tenantsublessee of the Premises or assignee of this lease, nor may any such sublessee or assignee exercise such right of first refusal. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect With reference to the particular space covered by such First Offer Notice) and Landlord time periods set forth above for Lessee to act, time shall thereafter be free to proceed with of the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantessence.

Right of First Offer. Provided that (i) Tenant shall have is not in default at the following right time of first offer exercise or commencement of this option, ("RIGHT OF FIRST OFFER"ii) the creditworthiness of Tenant has not materially diminished, (iii) Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and (iv) the use of the Leased Premises has not changed, and subject to lease additional space in or adjacent any existing rights of other tenants to the Center, PROVIDED, however, that such Right Offer Space (as hereinafter defined) as of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date of this Lease, Landlord would otherwise be required to notify Tenant shall, before entering into a lease with a third party for all or any portion of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant third (a3rd) that it is presently Landlord's intention to develop Building E floor of the Center, as shown on Building (the Site Plan ("BUILDING EOffer Space"), as an office building rather than a biotechnology building, and (b) that the property lying easterly notify Tenant in writing of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx availability of such space for leasing ("333 OYSTER POINTLandlord's Notice"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after from its receipt of Landlord's Notice to deliver to Landlord a First Offer Notice in which written notice agreeing to reach agreement lease, on all the terms and achieve execution conditions (except as set forth below, the same terms and conditions as contained in this Lease) contained in Landlord's Notice, either all of a written lease agreement with Landlord or its affiliatethe Offer Space, as applicableie., regarding the entire third (3rd) floor, or, at Tenant's leasing and occupancy option, a portion of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 Space containing approximately 10,000 contiguous rentable square feet). It is generally , the intention exact location and configuration of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may which shall be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If determined by Landlord and shall be commercially leaseable. In the event Tenant fail fails to reach notify Landlord of its agreement on all terms and achieve execution of a written lease within said ten (10) business days after Tenant's receipt of a First Offer Noticeday period, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with lease the leasing of such building or facility Offer Space to a third party, provided, however, that at any time prior to Landlord entering into a lease with a third party for the Offer Space, but in no event after the third (3rd) year of the Lease Term, if Tenant desires to lease the Offer Space, Tenant may so notify Landlord in writing, in which case the Offer Space shall be leased to Tenant upon the terms and from time to time without any further obligation to Tenantconditions contained herein. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First The term for the Offer Notice under this Section 1.3, then Tenant Space shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed coterminous with the further leasing term for the original Leased Premises. The Minimum Annual Rent for the Offer Space shall be equal to (i) Fifteen Dollars and Eighty-six Cents ($15.86) per rentable square foot if leased during the first year of both such building the Lease Term; (ii) Sixteen Dollars and such facility at Thirty-six Cents ($16.36) per rentable square foot if leased during the second year of the Lease Term; and (iii) Sixteen Dollars and Eighty-six Cents ($16.86) per rentable square foot if leased during the third year of the Lease Term. Landlord agrees to provide Tenant with a tenant finish improvement allowance for the Offer Space in an amount not to exceed Eight Dollars ($8.00) per rentable square foot for the full six year Lease Term, which amount shall be reduced on a pro-rata basis for any time and from time to time without any further obligation to Tenantperiod less than the full six year Lease Term.

Right of First Offer. In the event Landlord decides to sell the Project (with the exception of the sale of all or substantially all of Landlord's assets), and so long as Xxxxxx has not assigned its rights hereunder, Landlord shall deliver written notice of its intent to sell (the "SELLING NOTICE") to Tenant. Upon receipt of the Selling Notice, Tenant shall have the following right of first and option to offer to purchase the Project (the "RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING EOFFER RIGHT"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx exercisable by written notice ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST TENANT OFFER NOTICE") identifying to Landlord at any time during a period of thirty (30) days from Xxxxxx's receipt of the building Selling Notice. Such Tenant Offer Notice shall provide that such sale to Tenant shall be an all-cash sale; the Project shall be conveyed to Tenant on an "as-is, where-is, with all faults" basis and without representations or facility warranties by Landlord except as to Landlord's existence and authority to convey the Project to Tenant, and free and clear of any voluntary encumbrances granted by Landlord with respect to the Project without Tenant's consent or which the Right are caused or arise from Tenant's actions or inactions in violation of First Offer applies, the amount of space available in this Lease (any such building or facility (not encumbrances to be less than 100,000 square feet or the entirety referred to herein as "LANDLORD ENCUMBRANCES"); Xxxxxx's offer shall be absolute and subject to no contingencies; atTenant's option, this Lease shall be automatically terminated as of the applicable building or facility, if less than 100,000 square feet) date of such conveyance; and Landlord shall be automatically released with respect to all of its obligations and liabilities under this Lease as of the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in date of such building or facilityconveyance. Tenant shall have ten (10) business days the obligation to consummate the sale notwithstanding any casualty or condemnation that occurs with respect to the Project after receipt delivery of a First the Tenant Offer Notice in which and before closing, and, at closing, Landlord shall assign to reach agreement on all terms and achieve execution of a written lease agreement with Landlord Tenant such casualty or its affiliatecondemnation proceeds, as applicable. Further, regarding the Tenant Offer Notice shall outline the other material terms and conditions of the sale, including, without limitation, the purchase price, and the closing date. If the terms outlined in the Tenant Offer Notice are acceptable to Landlord, Landlord and Tenant shall enter into a purchase agreement consistent with the terms and conditions of such Tenant Offer Notice. Within forty-five (45) days following Xxxxxxxx's acceptance thereof, Tenant shall purchase the Project within the period set forth in the Tenant Offer Notice and on the terms and conditions set forth herein and therein. If Tenant fails to purchase the Project after giving the Tenant Offer Notice, Landlord may either enforce Tenant's leasing obligation to so purchase the Property by specific performance (and occupancy recover all costs of at least 100,000 square feet of space in the building enforcement) or facility covered pursue Tenant for all losses, costs, damages and expenses incurred by the First Offer Notice (or the entirety Landlord because of such building or facilitydefault. Notwithstanding anything set forth herein to the contrary, Tenant shall have no Offer Right if less than 100,000 square feet). It is generally Tenant fails to pay to Landlord the intention entire unpaid Amortized Improvement Repayment under this Lease as of the parties that date of closing (in addition to the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to purchase price set forth in this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such spaceARTICLE 17). If Landlord and rejects the Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice Project under this Section 1.3ARTICLE 17, then but if Landlord accepts bids for the Project from the public generally, Landlord will allow Tenant to submit a bid for purchase of the Project, although Landlord will not be required to accept Xxxxxx's offer, it being agreed that Landlord may accept an offer lower than or less favorable to Landlord than Xxxxxx's offer, and this ARTICLE 17 shall have no further rights under this Section 1.3 with respect continue in effect if any such successor Xxxxxxxx decides to either of such buildings or facilities (except Tenant's rights under sell the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantProject.

Right of First Offer. Tenant shall have a period of ten (10) days following receipt of Landlord's First Availability Notice to notify Landlord in writing of Tenant's election to purchase the following right of first offer Premises ("RIGHT OF FIRST OFFERTenant's Acceptances") ), which purchase of the Premises pursuant to lease additional space in or adjacent to the Center, PROVIDED, however, that such Tenant's First Right of First Offer shall not arise be upon the exact terms and conditions contained in the Purchase and Sale Agreement attached to this Lease as Addendum 2 ("Purchase Agreement"). Within three (3) business days after Tenant timely and properly delivers Tenant's Acceptance to Landlord, Landlord and Tenant shall execute and deliver to the other and to Title Company (as defined in the Purchase Agreement) two (2) originals of the Purchase Agreement and the parties shall proceed under the terns of the Purchase Agreement. If Tenant declines Landlord's First Availability Notice, or be effective if Tenant fails to deliver to Landlord Tenant's Acceptance within the time specified herein or if Tenant requests modifications, changes or amendments to the Purchase Agreement, it shall be deemed that (i) Tenant has elected not to purchase the Premises; and (ii) Landlord may thereafter enter into negotiations with any person or entity and/or negotiate with an consummate an agreement to sell the Premises to any person or entity on any terms and conditions Landlord, in its sole and absolute discretion, shall deem desirable. Time is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such essence herein. In the event Tenant shall not purchase the Premises pursuant to Tenant's First Right of First Offer pursuant and in the event Landlord shall thereafter not consummate the sale of the Premises to such other entity or person described in subsection (i) of the immediately preceding paragraph, Tenant shall have a Second Right of First Offer during the balance of the initial Term in the event Landlord shall decide to sell the Premises during such time period. Such Second Right of First Offer shall be upon and subject to the same terms and conditions set forth above with respect to Tenant's First Right of First Offer except (i) with respect to this Section 1.3. Second Right of First Offer, the purchase price for the Premises shall no longer be the Purchase Price (as defined in the Purchase Agreement) set forth in the Purchase Agreement and Landlord has advised shall no longer be bound by such Purchase Price but rather, the purchase price for the Premises shall be determined solely by Landlord in Landlord's business judgment; (ii) with respect to this Second Right of First Offer, Landlord shall only give Tenant written notice that Landlord intends to sell the Premises (Landlord's Second Availability Notice") in the event Landlord decides to sell the Premises during the balance of the initial Term and, in the event Landlord shall not desire or decide to sell the Premises during the balance of the initial Term, Landlord shall be under no obligation whatsoever to deliver to Tenant Landlord's Second Availability Notice; and (ii) that, upon Tenant's failure to deliver Tenant's Acceptance to landlord within the ten (10) day period following delivery by Landlord (if at all) to Tenant of Landlord's Second Availability Notice or upon Tenant's declining this Second Right of First Offer or upon Tenant requesting modifications, change or amendments to the Purchase Agreement, this Second Right of First Offer (and all rights of Tenant under this Addendum 1) shall terminate and be of no further force or effect and it shall be deemed that (a) that it is presently Landlord's intention Tenant has elected not to develop Building E of purchase the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, Premises; and (b) that Landlord may thereafter enter into negotiations with any person or entity and/or negotiate with and consummate an agreement to sell the property lying easterly Premises to any person or entity on any terms and conditions Landlord, in its sole and absolute discretion, shall deem desirable. Time is of the Property essence herein. This Right of First Offer is personal to Tenant and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxxmay not be assigned, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT")voluntarily or involuntarily, presently operated separate from or as a commercial warehouse facilitypart of the Lease. Until the consummation of the purchase and sale of the Premises to Tenant, is presently owned by Landlordthis Lease shall remain in full force and effect. Upon consummation of the purchase and sale of the Premises to Tenant, this Lease shall terminate and be of no further force or effect. In the event that either (x) Landlord decides, in its sole discretion, the Premises are sold to develop Building E as a biotechnology building any person or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event entity other than Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or during the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E term this Lease or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If event Landlord and Tenant fail to reach agreement on all consummate the purchase and sale of the Premises pursuant to the terms and achieve execution conditions of a written lease within ten (10) business days after Tenant's receipt of a First Offer Noticethe Purchase Agreement, then Tenant shall have no further rights under this Section 1.3 with respect remain in possession of the Premises subject to the building terms, covenants, conditions and provisions of this Lease. Landlord and Tenant represent and warrant to the other that no person or facility covered by such First Offer Notice and Landlord entity shall thereafter be free entitled to proceed a brokerage or real estate commission of any kind in connection with the leasing subject matter of such building or facility at any time this Addendum 1. ADDENDUM 2 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into as of this day of _________, _______ (the "Agreement Date"), by and between Lincoln-RECP Great Oaks OPCO, LLC, a Delaware limited liability company ("Seller"), and Jabil Circuit, Inc., a Delaware corporation ("Buyer"), with respect reference to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantfollowing facts.

Right of First Offer. A. GRANT: Commencing on June 1, 2008 and subject to the existing righxx xx xxy existing tenants of such Expansion Buildings, Landlord hereby grants Tenant a right of first refusal to lease each of the adjacent buildings at 2421 and 2441 Mission College Boulevard ("Expansion Buildings") totaling 200,300 xxxxxx xxxx xx xxxxxxxxxxx in green on Exhibit "A". Commencing June 1, 2008, prior to Landlord offering to lease either or both of the Expansion Buildings to a third party (other than any existing tenants with existing rights as of such date), or any portion of either of the Expansion Buildings, Landlord shall give Tenant written notice of such intention, and the terms and other information under which Landlord intends to lease the Expansion Building(s) to a third party. Provided at the time of exercise, Tenant is not in default beyond any applicable cure period, Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Centeroption, PROVIDED, however, that such Right of First Offer shall not arise or which must be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building Eexercised, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facilityat all, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of by written notice from to Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of Landlord's notice, to lease the Expansion Building(s) indicated in such notice at the rent and terms of lease specified in the notice; provided that as a condition to effective exercise of such option, Tenant shall be required to timely cure any Tenant default which exists on the date of Landlord's notice. In the event Tenant timely and effectively exercises such option to lease the Expansion Building(s), Landlord shall lease the Expansion Building(s) to Tenant, and Tenant shall lease the Expansion Building(s) from Landlord in accordance with the rent and terms specified in Landlord's notice. Landlord and Tenant shall, in good faith, attempt to reach agreement on the terms of a mutually acceptable lease agreement consistent with the terms set forth in Landlord's notice and otherwise on the terms of this Lease within fifteen (15) business days of Landlord's notice. In the event (i) Landlord and Tenant are unable to reach agreement on a mutually acceptable lease within such 15 business-day period or (ii) Tenant fails to exercise Tenant's option within said ten (10) day period, Landlord shall have one hundred eighty (180) days thereafter to lease the Expansion Building(s) at no less than ninety percent (90%) of the rental rate and upon the same or substantially the same other terms of lease as specified in the notice to Tenant. In the event Landlord fails to lease the Expansion Building(s) within said one hundred eighty (180) day period or in the event Landlord proposes to lease the Expansion Buildings at less than ninety percent (90%) of the rental rate or on other material terms which are more favorable to the prospective tenant than that proposed to Tenant, Landlord shall be required to resubmit such offer to Tenant in accordance with this Right of First Offer NoticeOffering. Additionally, if Tenant fails to timely or effectively exercise the option to Lease the Expansion Building(s), then Tenant if said notice relates to only one Expansion Building, said option shall have no further rights under this Section 1.3 continue to be effective with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantother Expansion Building.

Right of First Offer. Subject to the rights of any existing tenants or occupants of the Building as of the date of this Third Amendment, Landlord hereby grants to Tenant shall have the following a continuous right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this “Right of First Offer”) without first complying to lease any space located on third floor of the Building (the “Offer Space”) that is available as of the date hereof or that may hereafter become available subject to and in accordance with all applicable provisions the following provisions. Within a reasonable time period of this Section 1.3the Offer Space becoming available, Landlord shall deliver to Tenant a written notice identifying the terms upon which Landlord is willing to lease such Offer Space to prospective tenants (the “Offer Notice”). Tenant agrees to keep the information contained in the Offer Notice confidential. Tenant shall have 10 business days from receipt of the Offer Notice to either accept or reject the Offer Space. If Tenant rejects the Offer Space or if Landlord has not received the written acceptance or rejection of the Offer Space from Tenant by 5:00 p.m. Mountain Time on the 10th business day as set forth herein, time being of the essence, then Landlord shall have no further obligation or liability to Tenant pertaining to the Offer Space, Tenant's ’s Right of First Offer with respect to Building E all of the Offer Space shall terminate and be of no further force or 000 Xxxxxx Xxxxxeffect and Landlord shall be free to lease any or all of the Offer Space to any prospective tenant upon any terms and conditions acceptable to Landlord. If the Offer Space is accepted by Tenant in accordance herewith, this Lease shall be amended to include the Offer Space on the same terms and conditions as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying contained in the building or facility Offer Notice. Tenant will have no right to which the this Right of First Offer applies, if a default under this Lease beyond any applicable notice or cure period exists at the amount time Tenant accepts any Offer Space or at the time the term for the Offer Space is scheduled to commence. Any termination of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on this Lease terminates all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 Section. Any assignment or subletting by Tenant of this Lease or of all or a portion of the Premises terminates Tenant’s rights with respect to this Right of First Offer, unless Landlord consents to the building contrary in writing at the time of such subletting or facility covered by such assignment. Tenant’s rights regarding this Right of First Offer Notice may not be transferred separate and Landlord shall thereafter be free to proceed with apart from Tenant’s interest in this Lease and/or the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantPremises.

Right of First Offer. Landlord hereby grants to the named Tenant shall have in this Lease (the following "Original Tenant") and its "Permitted Transferee Assignee," as that term is set forth in Section 14.8 of this Lease, a one-time right of first offer ("RIGHT OF FIRST OFFER") with respect to lease additional all of the rentable space in or adjacent to the Center, PROVIDED, however, that such Right of Project (the "First Offer Space"). Notwithstanding the foregoing, such first offer right of Tenant shall not arise commence only following the expiration or be effective if Tenant earlier termination of the existing leases of the First Offer Space (including renewals of any such lease, irrespective of whether any such renewal is currently set forth in default hereundersuch lease or is subsequently granted or agreed upon, beyond any applicable notice and cure periodsregardless of whether such renewal is consummated pursuant to a lease amendment or a new lease), on the date and Landlord would otherwise be required shall use commercially reasonable efforts to notify Tenant following its receipt of notification of non-renewal of the commencement and terms lease(s) of such Right the existing tenant(s). Such right of first offer shall be subordinate to all rights of other tenants of the Project, which rights relate to the First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, Space and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, are set forth in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building Project existing as of the date hereof, including, without limitation, any expansion, first offer, first refusal, first negotiation and other rights, regardless of whether such rights are executed strictly in accordance with their respective terms or facility pursuant to a lease amendment or a new lease (the "Superior Rights"). Notwithstanding any contrary provision in the lease of any Superior Right Holder, such rights of any Superior Right Holder shall continue to be offered Superior Rights in the event that such Superior Right Holder's lease is renewed or otherwise modified (and irrespective of whether any such renewal is currently set forth in such lease or is subsequently granted or agreed upon, and regardless of whether such renewal is consummated pursuant to a lease amendment or a new lease). All such tenants of the First Offer Space, and all such third party tenants in the Project holding Superior Rights, are collectively referred to as the "Superior Right Holders". Landlord covenants to Tenant pursuant that all Superior Right Holders are listed in Exhibit J attached hereto. Notwithstanding anything in this Section 1.3 to the contrary, Landlord acknowledges and agrees that (i) any future rights granted to existing tenants of the Project after the date of this Right Lease and (ii) rights granted to future tenants of First Offer) without the Project from and after the date of this Lease, shall not be considered Superior Rights. Tenant's right of first complying with all applicable provisions of offer shall be on the terms and conditions set forth in this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.

Right of First Offer. So long as (i) there then exists no Default of Tenant, (ii) the Tenant named in Section 1.1 of this Lease (or any successor by Merger and/or any Affiliate) shall have occupy the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingentire Premises, and (biii) that the property lying easterly of the Property this Lease is still in full force and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facilityeffect, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the Building shall become available for lease by Landlord following the expiration or sooner termination of the first lease of such space after the Date of this Lease, Landlord shall so notify Tenant, and shall identify the space available (the “Offered Space”) together with the rental rate and other terms and conditions (collectively, the “Terms”) under which in good faith Landlord intends to offer such space to third parties (which may include a term not co-terminus with that applicable building or facility to be offered the Premises then demised to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying under the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feetLease) and the rentdate on which such Offered Space is expected to be available, improvement allowance and other material terms upon which Tenant may, by giving notice to Landlord proposes to offer space in such building or facility. Tenant shall have ten within five (105) business days after receipt of a First Offer Notice in which such notice, irrevocably elect to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliateall, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if but not less than 100,000 square feet). It is generally the intention all, of the parties that Offered Space on the form of Terms. If Tenant shall have so elected to lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical the {B2323618; 13} Offered Space, it shall enter into an amendment to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease Lease within ten (10) business days after Tenant's receipt it shall have received the same from Landlord, confirming the lease of a First Offer Noticesuch Offered Space to Tenant on the Terms. If Tenant shall not elect to lease the Offered Space within the aforesaid five-day period, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing lease any or all of such building Offered Space to a third party or facility at any time and parties from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3on such terms and conditions as it may deem appropriate, then Tenant shall have no further rights under this Section 1.3 with respect to either it being agreed that time is of such buildings or facilities (except Tenant's rights under the written lease agreement entered into essence with respect to the particular exercise of Tenant’s rights hereunder. The provisions hereof shall not apply to the initial lease of any space covered by such First Offer Notice) after the Date of this Lease (i.e. no space in the Building shall be subject to Tenant’s rights hereunder until that space shall have been subject to a lease entered into after the Date of this Lease), nor shall the provisions hereof apply, and space shall not be deemed “available for lease” hereunder, if Landlord shall thereafter be free intend either (a) to proceed enter into a lease of such space to any party pursuant to the terms of a lease in effect as of the Date of this Lease or to any entity controlling, controlled by or under common control with Landlord or (b) to renew or extend the further leasing of both lease with (or grant a new lease to) the entity (or any party affiliated with such building and entity) then occupying such facility at any time and from time to time without any further obligation to Tenantspace.

Right of First Offer. Tenant shall have During the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent Term, and subject to the Centerrights of other tenants as set forth in Schedule 34 herein, PROVIDED, however, provided that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingnot then in default hereunder, and (b) that has at least five (5) years remaining on the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxxthen-applicable Term, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right the right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer offer with respect to available space on the second (2nd) floor of the Building E (the “ROFO Space”) upon the same terms and conditions set forth in this Lease except for Base Rent, parking ratio, and any tenant improvements or 000 Xxxxxx Xxxxxother Landlord work. For the avoidance of doubt, Tenant shall have the right of first offer each time the ROFO Space is available, including promptly following the Commencement Date, and at such later date as applicable, the ROFO Space may become available again. Landlord shall commence upon Tenant's receipt of provide written notice from Landlord (a "FIRST OFFER NOTICE") identifying to Tenant upon the building or facility availability of space and, subject to which the Right of First Offer appliesthis Section 34, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material economic terms upon which Landlord proposes is prepared to offer space in lease such building or facility. space, including without limitation, the date on which rent commences and the amount of fixed square foot rental rates and proportionate share of Operating Expenses and Taxes, and proposed financial considerations (if any) being offered by Landlord (the “ROFO Notice”) and Tenant shall have ten (10) business days after from receipt of a First Offer the ROFO Notice in which to reach agreement on all elect to add the ROFO Space to the Premises upon the terms and achieve execution of a written lease agreement with Landlord or its affiliatethis Lease, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties provided that the form of lease term for any such leasing of space be co-terminous with the Term, and provided further that the economic terms shall be equitably prorated to reflect that the term for the ROFO Space shall be co-terminous with the Term. If Tenant timely accepts such terms under the ROFO Notice, the ROFO Space shall be added to the Premises pursuant to a First Offer Notice would be substantially identical to the provisions of this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in Lease except for the economic terms applicable to the ROFO Space and provided further that Landlord shall not be obligated to improve the ROFO Space. If Tenant does not timely accept such offer, it shall have no further rights to such ROFO Space and Landlord is free to lease such space so long as the lease terms are at least 95% as favorable to Landlord as were contained in the initial notice to Tenant's leasing ; provided, however, that if, within the one hundred eighty (180) day period following the end of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt day period, Landlord shall propose to lease the ROFO Space to someone other than Tenant for a Net Effective Rental (as defined below) of a First Offer less than ninety-five percent (95%) of the Net Effective Rental proposed to Tenant in the ROFO Notice, then Landlord shall be again required to offer the ROFO Space to Tenant shall have no further rights under in accordance with the provisions of this Section 1.3 34 (and shall send Tenant a new ROFO Notice with respect to such ROFO Space), with such notice and time period requirements continuing ad infinitum until such time as the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to TenantROFO Space is leased. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.The term “

Right of First Offer. Tenant At such time as Buyer should desire to sell its -------------------- real property interest in the portions of the Property previously acquired by Buyer (expressly excluding the sale to the public of time-share or condominium interests) (the "Buyer Real Property"), then prior to marketing its rights in the Buyer Real Property to any third party, Buyer shall notify Seller in writing of the Buyer's intention to market its interest in the Buyer Real Property. Xxxxx agrees to negotiate exclusively with Seller the terms and conditions under which Seller would acquire all of Buyer's rights in the Buyer Real Property within the period set forth below. If Xxxxx and Seller are unable to agree upon a purchase price, Buyer and Seller may appoint a mutually acceptable appraiser to perform an appraisal of such property owned by Buyer, which appraised amount shall be the purchase price for purposes of this Paragraph. If Buyer and Seller are unable to agree upon a mutually acceptable appraiser, then Seller and Buyer shall each select their own appraiser, which two appraisers shall select a third appraiser, and the average appraised amount from the three appraisals shall be the purchase price for purposes of this Paragraph. Such negotiation and appraisal process shall be limited to ninety (90) days following Xxxxx's notice to Seller of its intention to market its interest in the Buyer Real Property, subject to Force Majeure. Notwithstanding the foregoing, if the Buyer Real Property secures indebtedness of Buyer incurred in connection with the acquisition and development thereof, Buyer and Seller agree that the minimum purchase price for purposes of this Paragraph must be the amount necessary to fully pay off the outstanding amount of such indebtedness together with the customary costs and charges of the sale pursuant to this Paragraph. Seller shall have the following right of first offer ("RIGHT OF FIRST OFFER") right, but not the obligation, to lease additional space elect to purchase the Buyer Real Property at the purchase price determined pursuant to this Paragraph by written notice to Buyer within the above-stated 90-day period, subject to Force Majeure. If Seller shall not elect to purchase Buyer's interest in or adjacent the Buyer Real Property within said period, then thereafter Buyer may market, negotiate and sell its interest in the Buyer Real Property to the Center, PROVIDEDany other party and on any terms which Buyer may deem appropriate; provided, however, that such Right of First Offer Buyer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on sell the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer Buyer Real Property at a price less than that established pursuant to this Section 1.3Paragraph unless Buyer first offers the Buyer Real Property to Seller at such lesser price. Landlord has advised Tenant (a) Xxxxx agrees that it is presently Landlord's intention to develop Building E any sale of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly Buyer Real Property shall not include Xxxxx's option rights to any unacquired portion of the Option Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right Agreement, the assignment of First Offer) without first complying with all applicable which rights is governed by Paragraph 20 herein. Seller agrees that the provisions of this Section 1.3. Tenant's Right Paragraph 26 ------------ ------------ shall be subordinated to the lien of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered any loan secured by the First Offer Notice (or Buyer Real Property, and Seller shall execute any commercially reasonable document requested by a lender of Buyer to evidence such subordination. The provisions of this Paragraph 26 shall survive the entirety termination of such building or facility, if less than 100,000 square feet)this Agreement. It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.------------

Right of First Offer. Tenant “First Offer Space” shall have mean all or part of the following right balance of first offer the 12th floor of the Building ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent subject to the Centerexclusions in Section 1.01) (which area contains, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 the total square feet of space Net Rentable Area set forth for the Expansion Premises in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions Basic Lease Information Section of this Lease), which Landlord from time to time determines is available for lease to a third party, in such location and configuration as may be designated by Landlord. If Tenant does not timely exercise the Initial Expansion Right under Section 1.3. Tenant's Right 2.01(c), then Landlord shall, before entering into the next lease of any First Offer Space with respect to Building E or 000 Xxxxxx Xxxxxa third party during the five-(5)-year period commencing on March 1, as applicable2013 (the “ROFO Period”), shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety advise Tenant of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance economic and other material terms upon and conditions under which Landlord proposes is willing to offer space lease such First Offer Space to Tenant (“Landlord’s Notice”), which shall be for a term that is co-terminus with the Term of this Lease (as the same may have been extended under Section 9.01) provided that at least three (3) years remain in the Term of this Lease (as the same may have been extended under Section 9.01) after the scheduled rent commencement date for such building or facilityFirst Offer Space. Tenant In no event shall this Section 9.02 apply to any First Offer Space available for delivery within the last three (3) years of the Term (as the same may have been extended under Section 9.01). Within ten (10) business days Business Days after receipt of a First Offer Landlord’s Notice in which is given, Tenant may, by written notice delivered to reach agreement on all terms and achieve execution of a written Landlord, either (a) agree to lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Space described in Landlord’s Notice, in its entirety only, for Tenant’s own use on the terms and conditions set forth in Landlord’s Notice, (b) offer to lease such First Offer Space for its own use at a Net Rent rate specified in Tenant’s response and otherwise on the other terms and conditions set forth in Landlord’s Notice, or (c) decline to lease such First Offer Space. Tenant’s notice under clause (a) or (b) must be unconditional and irrevocable in order to be effective. The failure by Tenant to timely respond as aforesaid shall be deemed Tenant’s rejection of Landlord’s Notice under clause (c). If Tenant declines to lease such First Offer Space (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant deemed to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications reject Landlord’s Notice) as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Noticeaforesaid, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice Space. However, if Tenant timely offers to lease the First Offer Space in accordance with clause (b) above and Landlord does not accept such offer by Tenant, then Landlord shall thereafter be free deliver to proceed with Tenant a new Landlord’s Notice prior to entering into the leasing next lease of such building First Offer Space during the ROFO Period at an effective Net Rent rate (taking into account, among other things, the Net Rent rate, term length, any free rent or facility at any time other financial concessions, and from time discount factor, all as determined by Landlord) that is equal to time without any further obligation to or less than that specified in Tenant’s offer. If Tenant leases space in either Building E timely accepts Landlord’s Notice (or 000 Xxxxxx Xxxxx pursuant to if Landlord accepts Tenant’s offer) for a First Offer Notice Space under the preceding paragraph, the First Offer Space in question shall, subject to the following paragraph below and without further action by the parties, be leased by Tenant on the accepted terms and otherwise on all of the terms of the Lease in effect immediately prior to such expansion that are not inconsistent with the terms set forth in Landlord’s Notice, provided that, at Landlord’s request, Landlord and Tenant shall promptly execute and deliver an amendment to the Lease confirming such expansion of the Leased Premises, the accepted rental rate and other terms, and the estimated date on which the Leased Premises are to be expanded pursuant to this Section 1.3with a provision for establishing the effective date of such expansion based on actual delivery. If Tenant timely accepts Landlord’s Notice (or if Landlord accepts Tenant’s offer) under the preceding paragraph, then Tenant Landlord shall have no further use reasonable efforts to deliver the First Offer Space on or before the estimated delivery date, but Landlord’s failure to deliver, or delay in delivering, all or any part of the First Offer Space, for any reason, shall not give rise to any liability of Landlord, shall not alter Tenant’s obligation to accept such space when delivered, shall not constitute a default of Landlord, and shall not affect the validity of the Lease. Notwithstanding any provision of this Section to the contrary, Tenant’s rights under this Section 1.3 with respect shall be void, at Landlord’s election, if (i) Tenant is in default hereunder, after any applicable notice and cure periods have expired, at the time Landlord would deliver a Landlord’s Notice to Tenant, or at the time Tenant elects to lease any First Offer Space under this Section, or at the time any First Offer Space would be added to the Leased Premises, or (ii) any assignment or sublease(s) totaling more than 5,000 square feet of the Net Rentable Area of the Leased Premises in the aggregate under Section 4.06 has been entered into prior to either such date (other than a sublease or assignment to an Affiliate or any office-sharing arrangements with Tenant Related Parties in compliance with Section 4.06), or Tenant (including its Affiliate and Tenant Related Parties under Section 4.06) otherwise does not occupy the entire Leased Premises (other than up to 5,000 square feet of Net Rentable Area) as of such buildings or facilities (except date. Tenant's ’s rights under the written lease agreement entered into with respect this Section are personal to the particular space covered by Tenant originally named in this Lease, together with any Affiliate of such First Offer Notice) and Landlord shall thereafter Tenant to which this Lease may be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantassigned under Section 4.06.

Right of First Offer. Tenant Before the Company shall issue, sell or exchange, agree or obligate itself to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange any Equity Securities to one or more Persons, the Company shall, in each case, first offer (the “Offer”) to sell such Equity Securities (the “Offered Securities”) to each Qualified Holder and each other holder of at least 700 shares of Common Stock, (determined on an “as if converted” basis and subject to equitable adjustment whenever there shall occur a stock dividend, stock split, combination, reorganization, recapitalization, reclassification or other similar event) (collectively, the “Offerees”) up to a Pro Rata number of shares of Offered Securities, at a price and on such other terms as applicable to such issuance, sale or exchange of Offered Securities. The Company shall provide a written notice (the “Offer Notice”) of the Offer to each Offeree, which may accept the Offer by providing a written notice of acceptance of the Offer to the Company within ten (10) days of delivery of the Offer Notice. If any Offeree does not purchase any or all of its Pro Rata portion of the Offered Securities, the other Offerees shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that purchase such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant portion until all of the commencement and terms of Offered Securities are purchased or until such Right of First Offer pursuant other Offerees do not desire to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlordpurchase any more Offered Securities. In the event that either the Offer is not accepted by all Offerees, the Company shall have ninety (x90) Landlord decidesdays, commencing on the tenth (10th) day following delivery of the Offer Notice, in its sole discretion, which to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord sell the Offered Securities with respect to which 000 Xxxxxx Xxxxx may be transferredan Offer was accepted. The material terms of such sale, as applicableincluding, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facilitywithout limitation, then in either such event Tenant shall have a Right price and form of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicableconsideration, shall lease space in Building E or be as set forth in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases whichOffer Notice. If at the end of such 90-day period the other Persons have not completed the purchase of all the Offered Securities, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.33.3 shall continue to be in effect. Tenant's Right Concurrently with the sale of First Offer with respect the Offered Securities to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer appliesother Persons, the amount Offerees shall purchase, and the Company shall sell to the Offerees, that number of space available Offered Securities specified in such building or facility (not to be less than 100,000 square feet or the entirety notices of acceptance of the applicable building or facilityOfferees, if less than 100,000 square feet) and upon the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space conditions specified in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantOffer.

Right of First Offer. (a) Tenant shall have the following right of first offer (a continuing "RIGHT OF FIRST OFFER" until the end of the 42nd month after the LCD (the "42 MONTH PERIOD") to lease additional rent from Landlord any other space in or adjacent the 2000 Building subject to the Center, PROVIDED, however, that such Right rights of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan current tenants ("BUILDING EFIRST OFFER SPACE"), as an office building rather than a biotechnology buildinghereafter provided. If, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time, prior to the end of the 42nd Month Period (time without being of the essence and not being subject to Force Majeure), Landlord shall receive a BONA FIDE offer from a third party to lease any further obligation of the First Offer Space, which offer Landlord shall desire to Tenantaccept, or if any First Offer Space becomes vacant, Landlord shall, before accepting any such offer, and Landlord may, if such space becomes vacant, promptly notify Tenant that such offer or vacancy exists and such notice shall indicate the name and business of such third party or such vacancy (the "First Offer Notice"). Tenant may, thereafter, elect to lease the First Offer Space in question by giving notice to Landlord within thirty (30) days from the receipt of the First Offer Notice from Landlord. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant fails to a exercise the Right of First Offer Notice under this Section 1.3within the aforesaid thirty (30) day period, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such party referred to in the First Offer Notice, if Landlord leases such space to such party the Right of First Offer shall lapse. If Landlord does not lease such space to the party referred to in the First Offer Notice within one year of the expiration of the thirty (30) and Landlord day period, Tenant shall thereafter be free to proceed with have a Right of First Offer for such space at the further leasing of both then quoted market rates and terms (as such building rates and such facility terms are revised, if at any time and all, from time to time without any further obligation to Tenanttime), as such are being offered by Landlord.

Right of First Offer. Tenant (a) Commencing immediately after the consummation of the Distribution, and prior to the second anniversary of the Distribution Date, Harcourt General shall not, and shall not permit any Subsidiary to, sell, exchange or transfer ("Transfer"), other than to a direct or indirect wholly owned Subsidiary of Harcourt General, Neiman Marcus or pursuant to a bona fide merger, tender offer, exchange offer, consolidation or other similar transaction in which the opportunity to Transfer shares is made available on the same basis to all holders of Class A Common Stock, a number of shares of Class A Common Stock in any 60-day period representing 5% or more of the outstanding shares of Class A Common Stock and Class B Common Stock, taken together, unless Harcourt General shall have given to Neiman Marcus at least ten days' prior written notice (the following right "Right of first offer First Offer") that it or its Subsidiary is considering effecting such a Transfer (a "RIGHT OF FIRST OFFERTransferor's Notice"). Such notice shall state (i) the number of shares of Class A Common Stock that Harcourt General or its Subsidiary may Transfer (the "Offered Securities") and (ii) the price, if applicable, at which Harcourt General or its Subsidiary would be willing to Transfer the Offered Securities, other than in a "block trade" or other public offering (a "Public Sale"), including to a third party (the "Private Price"), and/or if Harcourt General or its Subsidiary anticipates the possibility of a Transfer of such shares in a Public Sale, a statement to such effect. Upon receipt of the Transferor's Notice, Neiman Marcus, acting through its Board of Directors, shall have ten days (the "Offer Period") to lease additional space elect to purchase the Offered Securities at a price in cash equal to (x) the Private Price or adjacent to (y) if no Private Price has been stated by Harcourt General, the Center, PROVIDED, however, that such closing price on the New York Stock Exchange Composite Transactions Tape (the "NYSE Tape") on the trading day immediately preceding the date of the Transferor's Notice. The foregoing Right of First Offer shall not arise apply to any Transfer for shares of stock or be effective if Tenant is in default hereunderother property, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, so long as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.the

Right of First Offer. As of the date hereof, certain space on the third floor of the Building is leased to parties other than Tenant (the “Existing Tenants”) through one or more leases with Landlord. Such existing leases and the terms thereof, including, but not limited to, the original terms thereof, options to extend the terms thereof, any expansion options and any amendments thereto are hereinafter called the “Existing Leases.” Subject to the Existing Leases and the rights of the Existing Tenants thereunder, and subject to Landlord’s right, in its sole and absolute discretion, to extend the term of any of the Existing Leases or enter into new leases with any of the Existing Tenants for all or any portion of the space on the third floor of the Building (regardless of whether the Existing Leases provide to the Existing Tenants any such right to extend or enter into such new leases), all of which rights are prior to the rights of Tenant under this Section, and provided that at the time any such space (the “Available Space”) becomes “available for reletting” (it being agreed that Landlord shall have the following right to determine when the Available Space is “available for reletting” in its sole and absolute discretion, but that in no event shall Landlord determine that any Available Space is available for reletting more than twelve (12) months prior to the expiration or earlier termination of the existing lease of the Available Space) (i) no “Event of Default” (as defined in Section 7.1 of the Lease) exists and there have been no more than two (2) Events of Default during the Term, (ii) Tenant has not assigned this Lease or sublet all or any portion of the exterior window lined portion of the Premises (other than an assignment or subletting permitted under Section 5.6.1 of the Lease), and (iii) this Lease is still in full force and effect, then Landlord agrees not to enter into a lease or leases to relet all or any portion of such Available Space without first offer ("RIGHT OF FIRST OFFER") giving to Tenant an opportunity to lease additional such space in or adjacent to for the Center, PROVIDED, however, that such Right Annual Market Rent (as hereinafter defined). The Annual Market Rent shall be the annual fair market rent for the Available Space as of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date when the same becomes so available for reletting and shall be determined by Landlord would otherwise be required to in its sole and absolute discretion. When such Available Space becomes available for reletting, Landlord shall notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E availability of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, Available Space and (b) that the property lying easterly shall advise Tenant of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance Annual Market Rent and other material business terms upon which Landlord proposes is willing to offer space in such building or facilitylease the Available Space (“Landlord’s Offer Notice”). If Tenant wishes to exercise Tenant’s right of first offer, Tenant shall have ten do so, if at all, by giving Landlord notice of Tenant’s desire to lease the entire amount of such Available Space (10it being agreed that Tenant has no right to lease less than the entire amount of the Available Space which is so available) business on the terms provided herein within fifteen (15) days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Landlord’s Offer Notice, then time being of the essence. If Tenant shall give such notice the same shall constitute an agreement to enter into an instrument in writing to lease such Available Space within thirty (30) days thereafter upon all of the same terms and conditions in the Lease except for the provisions of this Section, the Annual Fixed Rent which shall be equal to the Annual Market Rent as quoted by Landlord, such other business terms set forth in Landlord’s Offer Notice as aforesaid and those provisions which are inappropriate to the business agreement. If Tenant shall not so exercise such right within such period, time being of the essence in respect of such exercise, except as set forth below, Tenant shall have no further right of first offer hereunder with respect to such Available Space and Landlord shall be free to enter into a lease or leases of such Available Space or portions thereof with another prospective tenant or tenants upon terms and conditions as Landlord shall in its sole and absolute discretion determine, which terms may include rights or options to extend the term or to expand the size of the premises under such lease or leases, provided, however, (i) if Landlord proposes to lease the Available Space at an annual fixed rent that is less than ninety percent (90%) of the Annual Market Rent contained in Landlord’s Offer Notice, or (ii) if Landlord leases the Available Space with such tenant or tenants and the term of the applicable lease or leases expires prior to expiration of the Term of this Lease, then the terms of this Section 1.3 shall continue to apply to such Available Space. If Tenant shall exercise any such right of first offer and if, thereafter, the then occupant of the Available Space with respect to which Tenant shall have so exercised such right wrongfully fails to deliver possession of such Available Space at the time when its tenancy is scheduled to expire, commencement of the term of Tenant’s occupancy and lease of such Available Space, and Tenant’s obligations to pay rent under the Lease shall, in the event of such holding over by such occupant, be deferred until possession of the Available Space is delivered to Tenant and Landlord shall use reasonable efforts and due diligence (which shall be limited to the commencement and prosecution thereafter of eviction proceedings but which shall not require the taking of any appeal) to evict such occupant from such Available Space and to deliver possession of such Available Space to Tenant as soon as may be practicable. The failure of the then occupant of the Available Space to so vacate shall not constitute a default or breach by Landlord and shall not give Tenant any right to terminate the Lease, this Fourth Amendment or its acceptance of the offer to lease the Available Space contained in Landlord’s Offer Notice, or to deduct from, offset against or withhold Annual Fixed Rent, Additional Rent or other charges due under the Lease or this Fourth Amendment (or any portions thereof), except as expressly provided in the next sentence of this Section and except that, as stated above, commencement of the term of Tenant’s occupancy and lease of such Available Space, and Tenant’s obligations to pay rent under the Lease shall, in the event of such holding over by such occupant, be deferred until possession of the Available Space is delivered to Tenant. If Landlord shall have failed to provide Tenant with such access and sole occupancy to the Available Space on or before the date that is ninety (90) days after the proposed commencement date of the term for the Available Space as set forth in Landlord’s Offer Notice (the “Outside Delivery Date”) (which date shall be extended automatically for such periods of time as Landlord is prevented from providing the same by reason of Force Majeure (it being agreed said Force Majeure shall not include delay attributable to any existing tenant’s wrongful failure to deliver possession of the Available Space, as more particularly described above) or any act or failure to act of Tenant which interferes with Landlord’s ability to provide such access, without limiting Landlord’s other rights on account thereof), Tenant shall have the right to revoke its acceptance of Landlord’s offer to lease the Available Space contained in Landlord’s Offer Notice, by giving notice to Landlord of Tenant’s desire to do so before such access is provided to Tenant within the time period from the Outside Delivery Date (as so extended) until the date which is thirty (30) days subsequent to the Outside Delivery Date (as so extended); and, upon the giving of such notice, Tenant’s acceptance of Landlord’s offer shall be deemed revoked and Tenant shall be deemed to have declined to exercise its right of first offer with respect to the building Available Space, without further liability or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with obligation on the leasing part of either party unless, within thirty (30) days after receipt of such building or facility at any time and from time to time without any further obligation notice, Landlord provides such access to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building ; and such facility at any time right of revocation shall be Tenant’s sole and from time exclusive remedy for Landlord’s failure to time without any further obligation to Tenantprovide access within such time.

Right of First Offer. In the event that Tenant does not elect to exercise its Fourth Expansion Premises Option as provided in Section 12 above, Tenant shall have the following be provided a right of first offer ("RIGHT OF FIRST OFFER"the “First Offer Right”) with respect to the Fourth Expansion Premises, which First Offer Right shall not be subject nor subordinate to the election of the Existing Tenant to renew its lease or to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant in the Building, including the Existing Tenant. Tenant’s First Offer Right shall be exercised as follows: at any time that Landlord has an offer from a third party to lease additional space all or any portion of the Fourth Expansion Premises, Landlord shall provide written notice thereof (“Landlord’s Notice”), which Notice shall set forth the date for Landlord’s delivery of the Fourth Expansion Premises. Tenant may lease the Fourth Expansion Premises upon the same terms and conditions set forth in or adjacent Section 12 above (including, without limitation, the rental rate and the sixty (60) day abatement of Base Rent and Operating Costs) by delivering written notice of exercise to Landlord within ten (10) days after the Center, PROVIDEDdate of Landlord’s Notice; provided, however, that such Right the commencement of the term for the leasing of the Fourth Expansion Premises shall be as set forth in Landlord’s Notice. The First Offer Right shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required terminate upon Tenant’s failure to notify Tenant of the commencement and terms of such Right of exercise its First Offer pursuant to Right within said ten (10) day period as provided in this Section 1.3. Landlord has advised Tenant section; provided, however, that (a) that it is presently Landlord's intention if Tenant was entitled to develop Building E exercise its First Offer Right, but failed to provide Landlord with a notice of exercise within the Center, as shown on the Site Plan ten ("BUILDING E"), as an office building rather than a biotechnology building10) day period provided above, and (b) that Landlord does not enter into a lease for the property lying easterly Fourth Expansion Premises within a period of four (4) months following the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx date of Landlord’s Notice ("333 OYSTER POINT"a “Lock-Out Period”), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall once again have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 Right with respect to the building or facility covered by such First Offer Notice Fourth Expansion Premises. In addition, without limitation of any of the provisions of Sections 12 and Landlord shall thereafter be free to proceed with the leasing 13 of such building or facility this Sixth Amendment, if at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant other than during a Lock-Out Period the Fourth Expansion Premises is not subject to a First Offer Notice under this lease or occupancy agreement, Tenant, upon not less than five (5) days prior written notice to Landlord, may lease the Fourth Expansion Premises upon the same terms and conditions set forth in Section 1.312 above (including, then Tenant shall have no further rights under this Section 1.3 with respect to either without limitation, the rental rate and the sixty (60) day abatement of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) Base Rent and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantOperating Costs).

Right of First Offer. If Tenant does not exercise its expansion option during the Initial Expansion Option Term, as same may be extended as aforesaid, Landlord or its successors and assigns with respect to the Expansion Land shall have the following right of first offer to construct a building (the "RIGHT OF FIRST OFFERNew Building") on the Expansion Land at such time and of such size, up to lease additional space 200,000 square feet, as Landlord or its successors or assigns may determine in its or adjacent to their sole discretion. Provided that if (i) no Event of Default then exists, (ii) there has been no material adverse change in Tenant's financial condition, comparing the Centertime the Lease is executed and the time that Tenant exercises the expansion option, PROVIDED, however, that such Right of First Offer shall not arise or be effective if (iii) Tenant is not in default hereunderunder its covenants with its then current lenders, beyond if any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of (which defaults have not been waived in writing by such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"lenders), as an office building rather than a biotechnology building, and (biv) that the property lying easterly New Building is not constructed for occupancy solely by the then owner of the Property and commonly known as 000 Xxxxxx Xxxxx XxxxxxxxxExpansion Land, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In Landlord agrees prior to entering into the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to first lease a minimum of 100,000 square feet of for space in any such New Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to give Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying specifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes will be offering to offer lease space in such building or facilitythe New Building to third parties. Such notice may be given prior to commencement of construction of the New Building. Tenant shall will have ten a period of five (105) business days after receipt of a First Offer Notice in such notice within within which to reach agreement on all terms and achieve execution give Landlord written notice of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building election to lease all or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention any part of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space New Building which is not to be occupied pursuant by the then owner of the Expansion Land, upon the same terms and provisions specified in Landlord's notice, provided that if Tenant does not elect to such new take the entire portion of the New Building that is available for lease and/or to third parties, any remaining space available for lease to third parties must be of a size and configuration acceptable to Landlord from a marketing standpoint in the economic terms applicable to TenantLandlord's leasing of such spacediscretion. If Landlord and Tenant fail so elects to reach agreement on all terms and achieve execution accept the offer, Tenant will have a period of a written lease within ten (10) business additional calendar days after Tenant's following receipt from Landlord of a First Offer Noticeform of Lease including the business points relating to such space, then and otherwise substantially incorporating the other provisions of this Lease generally applicable separately from said business points. In the event of failure of Tenant shall to se exercise the right to lease the subject space hereunder or to so execute a new lease on such terms as aforesaid, Tenant will have no further rights to lease the space pursuant to this paragraph e. At the time that Tenant leases any space in the New Building, Landlord and Tenant shall execute an amendment to this Lease extending the initial Term for a period such that it is coterminous with the lease term of the space in the New Building, in which case, (A) the commencement date of the first five-year extension under Section 2.04 of the Lease shall begin upon the expiration of the initial Term of the Lease (as extended in accordance with this Section 1.3 with respect sentence) and (B) the Base Rent payable for the Premises during each Lease Year (defined below) Tenant JJ Landlord JH 38 of the extended portion of the initial Term shall be equal to the building or facility covered by product of the previous Lease Year's Base Rent and 1.03, as determined at the beginning of each such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.Lease Year

Right of First Offer. Tenant shall have 42.1 Provided this Lease is then in full force and effect and there exists no uncured Event of Default, Landlord shall, not fewer than fifteen (15) business days before listing any other space on the following right thirty-seventh (37th) floor of the Building which shares a common demising wall with the 37th Floor Premises for marketing or otherwise offering such space for lease to any third party, but after offering the space to any other tenants of the Building having any prior rights of first offer and/or notification of availability at the time of execution of this Lease, give Tenant notice of the availability or expected availability of such space (an "RIGHT OF FIRST OFFERAvailability Notice") ). Any such Availability Notice shall include the date on which the such space will or is expected to lease additional space become vacant, the rentable square footage thereof, and a floor plan of the space. The receipt and all information contained in any such Availability Notice shall be kept confidential by Tenant and in no event shared with, or adjacent released by Tenant to, any other party or parties other than to a Related Entity and Tenant's professional advisors who agree to keep such information confidential (unless and to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if extent Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise may be required to notify divulge such information by any Governmental Authority or in response to a relevant discovery request in litigation or in litigation instituted by Tenant against Landlord). The furnishing of the commencement and terms an Availability Notice to Tenant shall be solely for informational purposes to allow Tenant a limited period of time within which to make an offer to Landlord for such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingspace, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord shall confer no other right or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event option on Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Subject to furnishing Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Noticewith an Availability Notice as hereinbefore provided, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed lease or otherwise dispose of any available space on the thirty-seventh (37th) floor of the Building which shares a common demising wall with the leasing of such building or facility 37th Floor Premises at any time and from time to time without on any further obligation to Tenantterms or conditions which Landlord may elect in its sole discretion free and clear of any rights, options or claims of Tenant whatsoever. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Right of First Offer. Tenant shall have Provided that (i) the following right existing occupant (and its successors and assigns) of first offer the “Additional Space” ("RIGHT OF FIRST OFFER"as defined below) does not extend or renew the term of its lease, (ii) no other tenant of the Building exercises any option that is contained in its lease as of the date of this Lease to lease additional space the Additional Space, the hierarchy of which options are described on Exhibit H hereto, (iii) Tenant is not in or adjacent to default under this Lease, and (iv) there are at least four (4) years remaining in the Centerterm of this Lease, PROVIDED, however, that such Landlord shall deliver a written notice (the “Right of First Offer shall not arise or be effective if Notice”) to Tenant is in default hereunder, beyond any applicable notice and cure periods, on which advises Tenant that Landlord desires to lease the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingAdditional Space, and which states the fair market rent (bincluding fair market concessions) for office and lab space in the North Rockville, Maryland submarket. As used herein, “Additional Space” shall mean any space located in the Building that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlordbecomes available for lease. In the event that either Landlord and Tenant enter into a written agreement within fifteen (x15) days after the date that Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which delivers the Right of First Offer appliesNotice to Tenant, which written agreement sets forth the terms and conditions under which Tenant will lease from Landlord the Additional Space, then Landlord shall lease to Tenant, and Tenant shall lease from Landlord, the amount of space available Additional Space in accordance with such building or facility written agreement. In the event that Landlord and Tenant do not, within fifteen (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet15) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt the date that Landlord delivers the Right of a First Offer Notice in to Tenant, enter into a written agreement which to reach agreement on all specifies the terms and achieve execution of a written conditions under which Tenant will lease agreement with the Additional Space from Landlord, then (i) Landlord shall have the right to lease all or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention any portion of the parties Additional Space so offered to any party, and (ii) the provisions of Section 43 of this Lease shall remain in force to any other Additional Space, provided that the form provision of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 43 shall be null and subject only void and of no further force or effect as to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such spaceoffered Additional Space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.​

Right of First Offer. Tenant If either a Duke Shareholder or a Phillips Shareholder (each, a "SHAREHOLDER") desires to Transfer all xx xxx xortion of its Corporation Interest (other than pursuant to a registered public offering), to a Person other than an Affiliate then prior to effecting or making such Transfer, the Person desiring to make such Transfer (a "TRANSFERRING ENTITY") shall notify in writing the other Party (the "NON-TRANSFERRING ENTITY"), of the terms and conditions upon which it proposes to effect such Transfer (which notice shall be herein referred to as a "TRANSFER NOTICE" and shall include all material price and non-price terms and conditions). The Non-Transferring Entity shall have the right to acquire all (but not less than all) of the Corporation Interest that is the subject of the Transfer Notice on the same terms and conditions as are set forth in the Transfer Notice. The Non-Transferring Entity shall have 30 days following delivery of the Transfer Notice during which to notify the Transferring Entity whether or not it desires to exercise its right of first offer offer. If the Non-Transferring Entity does not respond during the applicable period set forth above for exercising its purchasing right under this Section 8.2, such Non-Transferring Entity shall be deemed to have waived such right. If the Non-Transferring Entity elects to purchase all, but not less than all, of the Corporation Interest that is the subject of the Transfer Notice, the closing of such purchase shall occur at the principal place of business of the Corporation on the tenth day following the first date on which all applicable conditions precedent have been satisfied or waived ("RIGHT OF FIRST OFFER"but in no event shall such closing take place later than the date that is 60 days (subject to extension for regulatory approvals, but in no event more than 180 days) following the date on which the Non-Transferring Entity agrees to lease additional space in or adjacent purchase all of the Corporation Interest that is the subject of the Transfer Notice). The Transferring Entity and the purchasing Non-Transferring Entity agree to use commercially reasonable efforts to cause any applicable conditions precedent to be satisfied as expeditiously as possible. At the closing, (i) the Transferring Entity shall execute and deliver to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant purchasing Non-Transferring Entity (A) an assignment of the commencement Corporation Interest described in the Transfer Notice, in form and terms of such Right of First Offer substance reasonably acceptable to the purchasing Non-Transferring Entity and (B) any other instruments reasonably requested by the purchasing Non-Transferring Entity to give effect to the purchase; and (ii) the purchasing Non-Transferring Entity shall deliver to the Transferring Entity the purchase price specified in the Transfer Notice in immediately available funds or other consideration as specified in the Transfer Notice. If the Non-Transferring Entity does not elect to purchase the Corporation Interest pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention 8.2, or having elected to develop Building E so purchase such Corporation Interests fails to do so within the time period required by this Section 8.2, the Transferring Entity shall be free for a period of 180 days after the expiration of the Center, as shown on offer period referred to above or the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly date of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferredsuch failure, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as enter into a biotechnology facility, then in either such event Tenant shall have a Right definitive written agreement with an unaffiliated third party regarding the Transfer of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement Corporation Interest on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in conditions that satisfy the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.following criteria:

Right of First Offer. In the event that, during the Lease Term, Landlord determines to sell the Property to any party which is unrelated to Landlord, then, provided that (i) this Lease shall be in full force and effect; (ii) that BTRL Contracts and Services, Inc. (or a permitted assignee of Tenant [which is a related party to Tenant] pursuant to the provisions of Section 15 hereof) shall be the tenant hereunder; and (iii) Tenant shall not be in default under any of the terms, provisions, covenants or conditions of this Lease, then, and only in such event, Tenant shall have the first right to purchase the Property upon the following terms and conditions. Promptly after determining the terms and conditions upon which the Property shall be sold to a third party, Landlord shall give Tenant written notice of its opportunity to purchase same, by presenting Tenant with an execution copy of a Contract of Sale for the Property containing all material terms and conditions as determined by Landlord to be appropriate for the sale of the Property. Tenant shall exercise its right of first offer by executing the copy of the Contract of Sale tendered by Landlord and returning it to Landlord ("RIGHT OF FIRST OFFER"together with any required earnest money deposit) within thirty (30) calendar days of the xxxx xn which Landlord delivered the proposed Contract of Sale to Tenant. The failure of Tenant to execute and deliver the Contract of Sale (and required earnest money deposit) to lease additional space in or adjacent Landlord within the aforesaid thirty (00) calendar day period shall automatically extinguish Tenant's right to exercise such right of first offer with regard to the CenterProperty, PROVIDED, however, and further shall relieve Landlord of any and all liability with respect to same; provided that such Right right of First Offer first offer shall be reinstated, without further act required by any party, in the event that Landlord has not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, settled on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly sale of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx within three hundred sixty-five ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In 365) days of the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate expiration date of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, first offer as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.described

Right of First Offer. Subject to Section 37.4, during the term of the Lease (as it may be extended from time to time), Tenant shall have the following a one-time right of first offer to purchase ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer") without first complying with all applicable provisions the Project and, prior to the creation of this Section 1.3the Lot, Alameda County APN 441-0065-05-01 (the "Offer Property"). Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx XxxxxOffer, as applicablegranted herein, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying be void if, at the building or facility time Tenant attempts to which exercise the Right of First Offer appliesOffer, Tenant is in default in the amount performance of space available in such building or facility (not to be less than 100,000 square feet or any of its obligations under the entirety of Lease beyond the applicable building or facilityperiod provided for the cure thereof, if less than 100,000 square feetany. Provided the above condition is satisfied, if Landlord desires to sell the Offer Property, Landlord shall give Tenant written notice, by facsimile and by U. S. Mail, of Landlord's intention to market the Offer Property for sale ("Landlord's Marketing Notice") and stating the rent, improvement allowance and other material terms upon which Landlord proposes desires to offer space in such building or facilityconsummate the sale of the Offer Property. Tenant shall have During the ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after day period following Tenant's receipt of a First Offer Landlord's Marketing Notice, then Tenant shall have no further the right to (a) inform Landlord that Tenant accepts the terms set forth in Landlord's Marketing Notice or (b) make a counter-offer to Landlord to purchase the Offer Property on other terms, or (c) reject Landlord's offer. If Tenant unconditionally accepts Landlord's offer or if Landlord accepts a counter-offer from Tenant, then the effect thereof shall be to bind the parties to the sale of the Offer Property on the terms thereof. If (i) Tenant rejects Landlord's offer, (ii) fails to accept Landlord's offer or (iii) makes a counter offer that Landlord refuses to accept, all rights under this Section 1.3 with respect to the building or facility covered by such Right of First Offer Notice shall terminate and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) force and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenanteffect.

Right of First Offer. 23.1 After the first three (3) years of the initial Term of this Lease, and so long as DRIV (or any Successor) is the Tenant under this Lease, and regardless of whether DRIV has exercised its rights under Article 22 to the Expansion Premises during the first three (3) years of the Term, if any portion of the Building not leased by Tenant (the “First Offer Premises”) becomes or will become available for leasing by third parties (excluding by any affiliates of Landlord) after the first three (3) years of the initial Term of this Lease, and if Landlord desires to lease all or any portion of the First Offer Premises to third parties (excluding to any affiliates of Landlord), Landlord shall, prior to offering to lease all or any portion of the First Offer Premises to any third party (excluding to any affiliates of Landlord), notify DRIV, in writing (“First Offer Notice”), that such First Offer Space is or will become available, the anticipated delivery date of such First Offer Space to DRIV, and the terms upon which such First Offer Space will be offered, including, without limitation, the basic rent rate and the term, it being understood that (A) if the First Offer Premises constitutes less than the balance of the Building not leased by Tenant, and the Expansion Effective Date occurs on or prior to the last day of the sixtieth (60th) full calendar month of the Term, then the length of the term of the First Offer Premises shall be scheduled to end on the last day of the initial Term, and if the same results in an extension of the length of the term of the First Offer Premises, then the basic rent rate applicable to such First Offer Premises for any such extension shall be the then current basic rent rate for new leases for similar space in the Building according to Landlord’s then current rental rate schedule for new leases for prospective tenants as then in effect, it being understood that Tenant shall continue to have the right to exercise the Renewal Term with respect to the Premises and such First Offer Premises as provided in Section 1.2.5 hereof, (B) if the First Offer Premises constitutes less than the balance of the Building not leased by Tenant, and the Expansion Effective Date occurs after the last day of the sixtieth (60th) full calendar month of the Term, then the length of the then-current Term shall be extended for both the Premises and such First Offer Premises and shall be scheduled to end on the last day of the sixtieth (60th) full calendar month following the calendar month containing the Expansion Effective Date, and the basic rent rate applicable to the Premises and such First Offer Premises for any extended period shall be the then current basic rent rate for new leases for similar space in the Building according to Landlord’s then current rental rate schedule for new leases for prospective tenants as then in effect, it being understood that if Expansion Effective Date occurs during the initial Term, then Tenant shall continue to have the right to exercise the Renewal Term with respect to the Premises and such First Offer Premises as provided in Section 1.2.5 hereof, and (C) if the First Offer Premises constitutes the balance of the Building not leased by Tenant, then the length of the then-current Term shall be extended for both the Premises and the First Offer Premises and shall be scheduled to end on the last day of the eighty-fourth (84th) full calendar month following the calendar month containing the Expansion Effective Date, and the basic rent rate applicable to the Premises and such First Offer Premises for such extended period shall be the then current basic rent rate for new leases for similar space in the Building according to Landlord’s then current rental rate schedule for new leases for prospective tenants as then in effect, it being understood that if the date on which such First Offer Premises is delivered to Tenant occurs during the initial Term, then Tenant shall continue to have the right to exercise the Renewal Term with respect to the Premises and the First Offer Premises as provided in Section 1.2.5 hereof. DRIV shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such “Right of First Offer”), to be exercised by giving written notice to Landlord within ten (10) Business Days from the date of the First Offer shall not arise or be effective if Tenant is in default hereunderNotice, beyond any applicable notice and cure periods, to lease such First Offer Space on the date Landlord would otherwise be required to notify Tenant of terms and conditions set forth in the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by LandlordNotice. In the event DRIV does not notify Landlord that either (x) Landlord decides, in its sole discretion, it desires to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either lease such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space Space on the terms and conditions set forth in Building E (or the entirety of Building E, if less than 100,000 square feet) or First Offer Notice within the redeveloped 000 Xxxxxx Xxxxx facility, as applicable10-Business Day period prescribed herein, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have within ten (10) business days Business Days after receipt Landlord’s request enter into a lease amendment prepared by Landlord which adds the First Offer Space to the Premises upon the terms and conditions set forth in the First Offer Notice and in this Lease and incorporating the provisions of Section 23.2, Landlord may lease all or any part of such First Offer Space to any other party and, except as provided below, DRIV shall have no further right or interest in all or any part of such First Offer Space whether or not all or any part of such First Offer Space again becomes available for lease during the term of this Lease. If Landlord elects to lease the First Offer Space to another party on terms which are substantially more favorable to such other party than the terms set forth in the First Offer Notice, then Landlord must first re-offer the First Offer Space to DRIV on such terms. If Landlord re-offers the First Offer Space to DRIV on such more favorable terms, then DRIV shall accept, if at all, within ten (10) Business Days of any such re-offering. For purposes of this Lease, another lease shall be substantially more favorable than the offer set forth in the First Offer Notice if the net effective rent (as calculated by Landlord) in such other lease is more than 8% lower than the net effective rent in the offer set forth in the First Offer Notice. If Landlord and a third-party tenant (excluding to any affiliates of Landlord) do not enter into a lease for the First Offer Premises which is the subject of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in within six (6) months after the building or facility covered by the First Offer Notice (or the entirety date of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant Landlord shall have no further rights under promptly notify DRIV thereof, and if Landlord desires to lease all or any portion of the First Offer Premises to third parties (excluding to any affiliates of Landlord), then Landlord must again re-offer the First Offer Space to DRIV in accordance with the provisions of this Section 1.3 with respect Article 23. Anything herein to the building or facility covered by such contrary notwithstanding, Landlord shall not be required to offer the First Offer Notice and Landlord Space to any third party for leasing. The terms of this Article 23 shall thereafter be free apply only to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a entire First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under Space available for leasing by third parties and identified in the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.

Right of First Offer. At any point following the expiration or earlier termination of a lease for the Contiguous Space (as defined below) and provided Tenant is not in default and has performed all of its obligations hereunder, Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") opportunity to lease additional the contiguous space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on Building (the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING EContiguous Space"), as an office building rather than crosshatched on the attached Exhibit "B", as such Contiguous Space becomes available for leasing during the term of this Lease (a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINTFirst Opportunity"), presently operated at the rental rates and upon such other terms and conditions, as a commercial warehouse facility, is presently owned are then being offered by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, the general public for such space (the "Offer"). Landlord shall give Tenant as applicable, decides to redevelop 000 Xxxxxx Xxxxx much advance notice of the availability of the Contiguous Space as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3is reasonably possible. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's Upon receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer appliesOffer, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all elect, in writing, whether to (a) lease the entire Contiguous Space, in which event the lease shall commence thirty (30) days after the subject space becomes vacant or thirty (30) days after Tenant's written election, whichever is later, or (b) provide Landlord with a written counter-offer stating, in reasonable detail, rental rates and other such terms and achieve execution of a written conditions under which Tenant would agree to lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by entire Contiguous Space (the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet"Counter-offer"). It is generally the intention Upon receipt of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this LeaseCounter-offer, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within shall have ten (10) business days in which to accept or reject, in writing, the Counter-offer. If Landlord accepts the Counter-offer, then the lease for the Contiguous Space shall commence thirty (30) days after TenantLandlord's receipt acceptance of the Counter-offer, upon the terms and conditions substantially identical to those contained in the Counter-offer. If Landlord rejects the Counter-offer, Landlord shall have the right to lease the Contiguous Space to a First third party under the terms and conditions of either the Offer Noticeor Counter-offer. However, If Landlord rejects the Counter-offer and offers the Contiguous Space to another party on terms more favorable than those contained in the Counter-offer (the "Favorable Terms"), then Tenant shall have no further rights under this Section 1.3 with respect the right to lease the building or facility covered by such First Offer Notice Contiguous Space and Landlord shall be required to deliver the Contiguous Space to Tenant on the Favorable Terms, within thirty (30) days of Tenant's acceptance of the Favorable Terms. In the event Tenant declines or fails to elect to lease the subject space, then the First Opportunity for the Contiguous Space shall automatically terminate. It is understood that no First Opportunity shall be construed to prevent any tenant in the Building from extending or renewing its lease. Each First Opportunity is personal to Tenant, and is not transferable. In the event of any assignment or subletting under this Lease all rights of Tenant under this Paragraph 2 shall automatically terminate and thereafter be free to proceed with the leasing of such building or facility at any time null and from time to time without any further obligation to Tenant. If Tenant leases space void, except as may otherwise be agreed upon, in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3writing, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) Landlord and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.

Right of First Offer. (a) If at any time during the Term, Landlord intends to lease between five thousand (5,000) to fifteen thousand (15,000) square feet of tenant space in the Building to bona fide third-party tenants (any such space being the "Offer Space") (unless, as of the date of this Lease, Landlord shall be actively involved in ongoing negotiations with one or more prospective tenants for the initial letting of such space, in which event the right of first offer described in this Section shall not apply to the initial letting of such space to any such prospective tenants), Landlord shall give to Tenant notice thereof (the "Offer Space Notice") setting forth the material terms and conditions pursuant to which Landlord is willing to lease the Offer Space to Tenant. For the purposes of the immediately preceding sentence, the letting of certain space in the Building to Transamerica Leasing Inc. ("Transamerica") pursuant to that certain Lease Agreement dated as of February 16, 1993, by and between Landlord and Transamerica, shall not be subject to the provisions of this Section 34(a). The Offer Space Notice shall set forth (i) a specific description of the Offer Space, the commencement date of the proposed letting (the "Offer Space Lease Commencement Date") and the expiration date of the proposed letting (the "Offer Space Lease Expiration Date"), (ii) the Basic Rent payable during the Offer Space Term (as hereinafter defined), (iii) any material Additional Charges payable with respect to the Offer Space, including, without limitation, any additional rent related to increases in real estate taxes or operating expenses for the Building, increases in any price index or wage or labor rate, and any spinkler or water charges, (iv) the amount of any rent abatement and construction reimbursement; and (v) any other terms and conditions which Landlord deems material. Provided that at the time of the giving of the Offer Space Notice and the Exercise Notice (as hereinafter defined), this Lease shall be in full force and effect and no Event of Default shall have occurred and be continuing hereunder, Tenant shall have the following right of first offer option (the "RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING ESpace option"), as an office building rather than a biotechnology building, and (b) that during the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First day period commencing on the date that Landlord gives the Offer Space Notice in which to reach agreement Tenant, to lease the Offer Space from Landlord, for the period (the "Offer Space Term") commencing on all terms the Offer Space Lease Commencement Date and achieve execution of a written lease agreement with expiring on the Offer Space Lease Expiration Date, by giving Landlord notice thereof (the "Exercise Notice") on or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in before the building or facility covered by the First Offer Notice (or the entirety last day of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt day period (which last day is herein referred to as the "Exercise Notice Date"). Any such notice that amends, modifies or supplements the terms set forth in the Offer Space Notice shall not be deemed an Exercise Notice. The Offer Space Option shall be subject to, and governed by, the terms, covenants and conditions contained in the balance of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantSection.

Right of First Offer. Tenant shall have Each Lender must provide PW Partners and KLIM with ten (10) Business Days prior written notice of an intention to assign any or all of its Loans and/or Term Commitments and the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right proposed assignment. PW Partners and KLIM shall have no less than five (5) Business Days from the date of First Offer delivery of such notice to respond to and/or accept such Lender’s proposed assignment on the terms offered; provided that if both PW Partners and KLIM accept such Lender’s proposed assignment, each shall be entitled to accept up to its pro rata share (based on the amount of Loans it holds at such time) of the proposed assignment. Neither PW Partners nor KLIM shall be obligated to purchase any such Loans and/or Term Commitments. To the extent PW Partners or KLIM has not responded within five (5) Business Days of receiving such notice, PW Partners and/or KLIM shall be deemed to have declined to purchase such Loans and/or Term Commitment. To the extent PW Partners and/or KLIM do not agree to purchase such Loans and/or Term Commitment on terms set forth in such Lender’s request, such Lender may assign to any Eligible Assignee in accordance with this Section 10.6 on the same terms of such proposed assignment to PW Partners and KLIM. Any such assignment to PW Partners or KLIM pursuant to this Section 1.3. Landlord has advised Tenant clause (aviii) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as shall be evidenced by an office building rather than a biotechnology building, Assignment and (b) that the property lying easterly of the Property Assumption and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferredall other requirements, as applicable, decides set forth in clause (iv) above. Subject to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or acceptance and recording thereof by the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant Administrative Agent pursuant to this Right of First Offerparagraph (c) without first complying with all applicable provisions of this Section 1.3. Tenant's Right 10.6, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of First Offer the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.13, 2.14 and 10.5 with respect to Building E facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or 000 Xxxxxx Xxxxx, release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as applicable, shall commence upon Tenant's receipt a sale by such Lender of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available participation in such building or facility rights and obligations in accordance with paragraph (not to be less than 100,000 square feet or the entirety d) of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant10.6.

Right of First Offer. Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional all or any portion of other building in the Project (the “Second Building”) which right is subject to any and all rights of the current tenants in the Second Building (said other tenants being Microchip Technology, Inc. and LxXxxx Corporation) with respect to such space in (including renewal and extension rights and rights of first offer, first negotiation, first refusal, other expansion rights or adjacent negotiated extensions or renewals by such tenants). Such right of first offer may only be exercised with respect to vacant space or space which has been previously leased and as to which an existing tenant of the CenterSecond Building has elected not to extend or negotiate to extend its lease or re-lease such space. If any space qualifying for such right of first offer becomes available (the “Available Space”), PROVIDED, however, that such Right of First Offer Landlord shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of such availability in writing and, within ten (10) days following such notice, Tenant shall provide Landlord its written election (“Tenant’s Election”) to either (i) proceed to negotiate with Landlord for Tenant’s lease of the commencement and terms Available Space or (ii) terminate its rights to the Available Space under this Section 42. In the event Tenant fails to timely provide Tenant’s Election, Tenant shall be deemed to have elected to terminate its rights under this Section 42 effective as of the expiration of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant ten (a10) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlordday period. In the event that either Tenant timely makes its election to proceed to negotiate with Landlord for Tenant’s lease of the Available Space, for a period of thirty (x30) days following Tenant’s delivery of Tenant’s Election, Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event and Tenant shall have a Right negotiate in good faith the terms and conditions of First Offer to Tenant’s lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facilityAvailable Space. If, if less than 100,000 square feet) despite good faith negotiations, Landlord and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of do not execute a written lease agreement with Landlord or its affiliate, as applicable, regarding relating to the Available Space within such thirty (30) days period then Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further ’s rights under this Section 1.3 with respect to 242 shall automatically terminate upon the building or facility covered by expiration of such First Offer Notice thirty (30) days period and Landlord shall may thereafter be free lease the Available Space to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantother prospective tenants.

Right of First Offer. Landlord grants to Tenant shall have the following right of first offer (the "RIGHT OF FIRST OFFERFirst Offer Right") to lease additional space purchase Landlord’s interest in or adjacent the Premises, subject to the Centerterms and conditions hereinafter set forth. There shall be no Transfer of the Fee Estate unless and until Landlord shall have first offered to Transfer the Fee Estate to Tenant and Tenant has waived its First Offer Right to purchase the Fee Estate, PROVIDEDprovided, however, that such Right of the First Offer Right shall not arise or be effective if Tenant exercisable if, at the time the Offer Notice is in default hereunderto be given, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant an Event of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by LandlordDefault exists. In the event that either Landlord desires to sell Landlord’s interest in the Premises, Landlord shall, prior to offering the same to any third party, give Tenant written notice (xthe "Offer Notice") of the price at which it is willing to sell same and any other material terms and conditions of such proposed sale (collectively, the "Offer"). The Offer shall include, at a minimum, the following terms: (i) a purchase price and deposit amount, (ii) that closing shall be conditioned on the payment in full and satisfaction of any Fee Mortgage out of the purchase price, with any excess being paid by Landlord decidesat closing, (iii) that the buyer accept the Premises "AS IS", "WHERE IS" and "WITH ALL FAULTS" and with no due diligence period in the case of Tenant—a third party can have a due diligence period but must take "as is", "where is" and "with all faults" after expiration of that due diligence period, (iv) that closing shall occur no later than one-hundred eighty (180) days following exercise of the First Offer Right, and (v) method of allocation of prorations and closing costs between the buyer and seller. The Offer Notice shall not provide for a property exchange. If Tenant desires to exercise its sole discretionFirst Offer Right, Tenant shall deliver written notice (the "Acceptance Notice"), accompanied by the deposit, to develop Building E as a biotechnology building or Landlord within thirty (y30) Landlord or any affiliate days following Tenant’s receipt of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First the Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicableNotice, and neither Landlord nor its affiliate, if applicable, the closing shall lease space in Building E or be on the terms and conditions specified in the redeveloped 000 Xxxxxx Xxxxx facility (excluding Offer, with Landlord conveying by Special Warranty Deed, subject only to the Permitted Exceptions and any leases whichexceptions created by or with the consent of Tenant and those claiming through Tenant, individually and providing reasonable evidence of authority to convey as required by the title insurance underwriter insuring the purchaser, a customary title affidavit regarding parties in possession, construction liens, FIRPTA and insuring the aggregate, leave at least 100,000 square feet of space "gap". The parties shall reasonably cooperate with such other and follow customary practices and provide such other customary deliveries as either may reasonably request if not in conflict with the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3Lease. In the event that Tenant has not delivered an Acceptance Notice accompanied by the deposit (which shall be applied to the purchase price at closing) prior to the expiration of such 30 day period, or Tenant is unable to close in accordance with the terms and conditions of the Offer, then Landlord shall thereafter have the right to sell Landlord’s interest in the Premises on terms and conditions which do not materially deviate from the Offer (any reduction in the deposit by more than 5% shall be deemed material); provided, however, that any change in terms or concession on costs, timing or expenses that do not reduce the overall economic consideration of the transaction (i.e. reduce the cost to Tenant's Right ) by more than 5% shall not be considered a material deviation and shall not require a re-offer to Tenant. In the event of a material deviation from the Offer, Landlord shall not be permitted to sell Landlord’s interest in the Premises without first re-offering same to Tenant in accordance with the provisions of this Section. The First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, Right shall commence upon Tenant's receipt survive any transfer(s) of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt of a First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space Landlord’s interest in the building or facility covered by Premises. However, the First Offer Notice (Right shall be deemed waived, terminate and be of no further force or effect if, having furnished an Acceptance Notice, Tenant thereafter defaults in its obligation to close the entirety of such building or facility, if less than 100,000 square feet)transaction . It is generally the intention The termination of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would Right and retention of the deposit as liquidated damages shall be substantially identical Landlord's sole remedies for such default, and a default by Tenant in its obligation to close the transaction shall not be deemed a Default or Event of Default under this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences . The parties acknowledge that in the particular space event of Tenant’s default in its obligation to be occupied pursuant to such new lease and/or in close the economic terms applicable to Tenant's leasing First Offer Right transaction, Landlord’s damages are incapable of such spaceexact ascertainment and that Landlord’s retention of the deposit as liquidated damages is fair and reasonable and is not a penalty. If Landlord and Tenant fail fails to reach agreement on all terms and achieve execution close the sale in accordance with the provisions of a written lease within ten (10) business days this Lease for any reason other than failure to make the title marketable after Tenant's receipt of a First Offer Noticediligent effort, then Tenant shall have no further rights under this Section 1.3 with respect to may either receive the building return of its deposit or facility covered by such seek specific performance as its sole remedies. The First Offer Notice and Landlord Right shall thereafter be free apply to proceed a sale of Landlord’s interest in the Premises, but shall not apply to any mortgage, pledge or hypothecation thereof, or any grant of a security interest therein, or any similar transaction, or any transfer of Landlord’s interest in the Premises (or any portion thereof) or majority ownership interest in connection with the leasing foreclosure, deed in lieu of foreclosure or enforcement of any other rights or remedies under any such building mortgage, pledge, hypothecation, security interest or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a similar instrument (but the First Offer Notice under this Section 1.3, then Tenant Right shall have no further rights under this Section 1.3 with respect apply to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such any subsequent Transfer). The First Offer NoticeRight shall not apply to any transfers of interests in any publicly held companies or to any transfer of interests to any party (herein referred to as a "City Affiliate") and Landlord shall thereafter be free which directly or indirectly: (i) wholly owns or controls Landlord, (ii) is wholly owned or controlled by Landlord, (iii) is under common ownership or control with Landlord, (iv) into which any of the foregoing parties is merged, consolidated or reorganized, or to proceed with which all or substantially all of the further leasing assets or such other party are sold, or (v) is an agency of both such building and such facility at any time and from time to time without any further obligation to TenantLandlord.

Right of First Offer. Tenant Provided Lessee is not in default under the terms of -------------------- this Lease either at the time of exercise of this right or at the time of taking possession of additional space, Lessee shall have the following a one-time right of first offer commencing as of the eighty fifth ("RIGHT OF FIRST OFFER"85) month of the Lease term through the term of this Lease to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of other space in the applicable building or facility to as such space becomes available. Such right of first offer shall be offered to Tenant pursuant to exercised only by compliance with the terms of this Right paragraph. Commencing as of First Offerthe eighty-fifth (85) month of the Lease term Lessor shall not enter into a lease with any third party tenant for such space without first complying offering such space to Lessee as follows. Lessor shall provide Lessee with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have ten (10) business days after receipt day right of a First Offer Notice first offer to lease such space by notifying Lessee in which writing of its intent to reach agreement on all lease such space and the terms and achieve execution of a written lease agreement with Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It conditions upon which it is generally the intention of the parties that the form of lease for any such leasing of space pursuant prepared to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such spacedo so. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days of the date of such notice Lessor has received written notice from Lessee of its election to lease such space on the terms and conditions set forth in Lessor's notice, Lessor and Lessee shall within the ten (10) days following the date of Lessee's notice enter into a lease amendment setting forth said terms. If Lessee fails to respond to said notice within said ten (10) day period, or if, after Tenantgiving written notice of its exercise of its right of first offer, Lessor and Lessee do not enter into said lease amendment within said ten (10) day period, Lessee's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect paragraph shall be deemed to the building or facility covered by such First Offer Notice have been waived, and Landlord Lessor shall thereafter be free to proceed with lease the leasing of such building or facility at any time and from time to time space without any further obligation to TenantLessee. If Tenant leases As used herein, "third-party tenant" excludes any tenant, or party in possession of any portion of the premises subject to this right of first offer as of the date of Lessor's notice, which may desire to extend or renegotiate its lease or rental agreement. Nothing contained herein shall require Lessor to lease to Lessee any portion of the Building which would leave Lessor with any remaining portion of the Building which was not commercially and economically rentable to third parties. Should Lessee decline to take any space in either Building E or 000 Xxxxxx Xxxxx offered it pursuant to a First Offer Notice under this Section 1.3paragraph, then Tenant this right of first offer shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) lapse and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.void

Right of First Offer. Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional space in or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant As of the commencement Date of this Lease, Landlord is the owner of those certain buildings located at 00 Xxx Xxxxxx, San Jose, California (“51 Rio Xxxxxx”) and terms 000 Xxx Xxxxxx, San Jose, California (“145 Rio Xxxxxx”). So long as (i) there then exists no Default of such Right Tenant, (ii) the Tenant named in Section 1.1 of First Offer pursuant to this Section 1.3. Landlord has advised Tenant Lease or a Permitted Transferee (aas hereinafter defined) that it shall occupy the entire Premises, (iii) this Lease is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingstill in full force and effect, and (biv) that either 51 Rio Xxxxxx or 145 Rio Xxxxxx remain under the property lying easterly ownership of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate Landlord Affiliate (as defined below), then if the entirety of 51 Rio Xxxxxx or the entirety of 145 Rio Xxxxxx shall become available for leasing by third-parties, Landlord to which 000 shall so notify Tenant, and shall identify the space available (i.e., 51 Rio Xxxxxx Xxxxx may be transferredor 145 Rio Xxxxxx, as applicable, decides the “Offered Space”) together with the rental rate and other terms and conditions (collectively, the “Terms”) under which in good faith Landlord intends to redevelop 000 offer 51 Rio Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility145 Rio Xxxxxx, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in to third parties (which may include a term that is not coterminous with the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in Term applicable to the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feetPremises) and the rentdate on which such Offered Space is expected to be available, improvement allowance and other material terms upon which Tenant may, by giving notice to Landlord proposes to offer space in such building or facility. Tenant shall have ten within fifteen (1015) business days after receipt of such notice, irrevocably elect to lease the Offered Space on the Terms. Tenant must elect to lease all of the Offered Space, and Tenant may not elect to lease only a First Offer Notice in portion thereof. If Tenant shall have so elected to lease the Offered Space, Landlord and Tenant shall enter into an amendment to this Lease (or, at Landlord’s option, a separate lease for such Offered Space, which to reach agreement separate lease shall be on all substantially the same terms and achieve execution of a written lease agreement with Landlord or its affiliate, conditions as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space are set forth in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 as modified by the Terms, and subject only to such other modifications modified as may be reasonably necessary to reflect differences in the particular space other reasonable and appropriate terms acceptable to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord Tenant and Tenant fail to reach agreement on all terms and achieve execution of a written lease Landlord) within ten fifteen (1015) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect received the same from Landlord, confirming the lease of such Offered Space to Tenant on the building or facility covered by such First Offer Notice and Terms. If Tenant shall not elect to lease the Offered Space within the aforesaid 15-day period, then Landlord shall thereafter be free to proceed with the leasing lease any or all of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant Offered Space to a First Offer Notice under this Section 1.3third party or parties on substantially the same terms and conditions, then Tenant shall have no further it being agreed that time is of the essence with respect to the exercise of Tenant’s rights under this Section 1.3 2.2; provided, however, if Landlord fails to enter into a lease for the Offered Space within 365 days after the expiration of such 15-day period, then the provisions of this Section 2.2 shall resume and again apply to the Offered Space. The provisions hereof shall not apply, and space shall not be deemed “available for lease” hereunder if Landlord shall intend either (a) to enter into a lease of such space to any entity controlling, controlled by or under common control with Landlord (“Landlord Affiliate”), or (b) to renew or extend the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying such space. For the avoidance of doubt, if at any time neither the Landlord named in Section 1.1 of this Lease nor any Landlord Affiliate is the owner of 51 Rio Xxxxxx, then the provisions of this Section 2.2 shall immediately terminate and no longer apply with respect to either 51 Rio Xxxxxx, and if at any time neither the Landlord named in Section 1.1 of such buildings or facilities (except Tenant's rights under this Lease nor any Landlord Affiliate is the written lease agreement entered into owner of 145 Rio Xxxxxx, then the provisions of this Section 2.2 shall immediately terminate and no longer apply with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant145 Rio Xxxxxx.

Right of First Offer. Landlord is currently under cxxxxxxx to acquire and intends to develop a second phase of the Project ("Phase II") as depicted in Exhibit A-3. In the event that during the term of this Lease Landlord obtains a controlling interest in Phase II and provided that as of such date there is no act or omission of Tenant that would become a Default with the passage of time or the giving of notice, Tenant shall have the following a one-time right of first offer ("RIGHT OF FIRST OFFERRight of First Offer") to lease additional space in all or adjacent to the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology building, and (b) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet portion of space in the applicable approximately 40,000 square foot building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to proposed in Phase II which the Right of First Offer appliesshall be on the terms and conditions set forth in this section. Landlord shall provide Tenant with written notice ("First-Offer Notice") when Landlord determines at Landlord's sole discretion that Phase II will become available for lease to third parties. Provided that Tenant is not in Default as of the time of exercise of the Right of First Offer, and provided that as of such date there is no act or omission of Tenant that would become a Default with the amount passage of space available in such building or facility (not to be less than 100,000 square feet time or the entirety giving of the applicable building or facilitynotice, if less than 100,000 square feet) and the rentTenant wishes to exercise its Right of First Offer, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant shall have within ten (10) business days after receipt delivery of a the First-Offer Notice to Tenant, deliver written notice to Landlord of its intention to exercise its Right of First Offer Notice in which to reach agreement on available Phase II space. While Tenant may lease less than all terms and achieve execution available space, the unleased portion must be of a written lease agreement with Landlord or its affiliateadequate size, as applicabledetermined by Landlord, regarding Tenant's leasing and occupancy to be marketable. If Tenant does not exercise its Right of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or and elect to lease space available in Phase II within the entirety prescribed response period, the Right of such building or facilityFirst Offer shall terminate and the Landlord shall be free to lease the space to anyone on any terms at any time during the Lease Term, if less than 100,000 square feet)without any obligation to provide Tenant with a further right to lease that space. It is generally If Tenant timely and validly exercises the intention Right of First Offer, Tenant and Landlord shall negotiate in good faith the terms of the parties that lease on the form of lease for any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such Phase II space. If Landlord and Tenant fail cannot agree as to reach agreement on all the terms and achieve execution of a written the lease within ten twenty (1020) business days after of Tenant's receipt written notice exercising its Right of a First Offer NoticeOffer, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with lease the leasing of such building or facility at Phase II space to anyone on any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenantterms it deems acceptable.

Right of First Offer. Provided that as of the date Landlord gives Tenant shall have the following right of first offer ("RIGHT OF FIRST OFFER") to lease additional notice that certain space in the Building is or adjacent to will become available for leasing (the Center, PROVIDED, however, that such Right of First Offer shall not arise or be effective if “Offered Space”) Tenant is not in default hereunder, Default beyond any applicable notice and cure periodsperiod, then Landlord, before offering such Offered Space to anyone, other than Tenant, will offer to Tenant the right to lease the Offered Space on the date same terms and conditions upon which Landlord would otherwise intends to offer the Offered Space for lease. Such offer will be required made by Landlord to notify Tenant of in a written notice (the commencement and terms of such Right of First “Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"Notice”), as an office building rather than a biotechnology building, which will designate the space being offered and (b) that specify the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) terms which Landlord decides, in its sole discretion, intends to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant shall have a Right of First Offer to lease a minimum of 100,000 square feet of space in Building E (or the entirety of Building E, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or the entirety of the applicable building or facility, if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facilityOffered Space. Tenant shall have ten may accept the offer set forth in the Offer Notice by delivering to Landlord an unconditional acceptance (10“Tenant’s Notice”) of such offer within 5 business days after receipt delivery by Landlord of a First the Offer Notice in which to reach agreement on all terms and achieve execution Tenant. Time will be of a written lease agreement the essence with respect to the giving of Tenant’s Notice. If Tenant does not accept (or fails to timely accept) an offer made by Landlord or its affiliate, as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facilityNotice, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for any such leasing of space pursuant Landlord will be under no further obligation to a First Offer Notice would be substantially identical Tenant with respect to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail at any time declines any Offered Space offered by Landlord, Tenant will be deemed to reach agreement on have irrevocably waived all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect to the building or facility covered by such First Offer Notice Offered Space, and Landlord shall thereafter will be free to proceed with lease the leasing Offered Space to third parties. In such event, upon Landlord’s request, Tenant will execute a release evidencing its waiver of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to TenantOffered Space.

Right of First Offer. Tenant (A) If at any time during the Tenn, Lessor shall have desire to lease space in the following Building (any such space being referred to as the "Offer Space"), then (subject to the right of first offer ("RIGHT OF FIRST OFFER"contained in the lease between Lessor and Hanover Insurance Company, with respect to space in the Building, as the same may be amended, extended, renewed or otherwise modified from time to time) Lessor, before Lessor may enter into a lease with a potential lessee for such Offer Space, shall offer to Lessee the right to include the Offer Space within the Premises upon all of the terms and conditions of this Lease, except as provided for in this Paragraph 53A. Lessee's right to lease additional space in or adjacent the Offer Space is subject to the Centercondition that, PROVIDEDat the time Lessee delivers Lessee's Acceptance Notice (as hereinafter defined): (i) not more than fifteen percent (15%) of the rentable space of the Demised Premises shall have been subleased by Lessee to persons which are not affiliates of Lessee (use by Provid Research or any other division which is not a separate legal entity of Lessee shall be deemed use by Lessee), however, that such Right (ii) and Event of First Offer Default shall not arise or have occurred and be effective if Tenant is in default hereunder, beyond any applicable notice and cure periods, on the date Landlord would otherwise be required to notify Tenant of the commencement and terms of such Right of First Offer pursuant to this Section 1.3. Landlord has advised Tenant (a) that it is presently Landlord's intention to develop Building E of the Center, as shown on the Site Plan ("BUILDING E"), as an office building rather than a biotechnology buildingcontinuing, and (biii) that the property lying easterly of the Property and commonly known as 000 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx Xxx Xxxxxxxxx ("333 OYSTER POINT"), presently operated as a commercial warehouse facility, is presently owned by Landlord. In the event that either (x) Landlord decides, in its sole discretion, to develop Building E as a biotechnology building or (y) Landlord or any affiliate of Landlord to which 000 Xxxxxx Xxxxx may be transferred, as applicable, decides to redevelop 000 Xxxxxx Xxxxx as a biotechnology facility, then in either such event Tenant Lessee shall have a Right unconditionally and irrevocably waived in writing its right to terminate this Lease pursuant to Paragraph 52 hereof. Any termination, cancellation or surrender of First Offer Lessee's interest in this Lease prior to the date on which Lessee delivers Lessee's Acceptance Notice shall automatically terminate Lessee's right to lease a minimum of 100,000 square feet of space in Building E (or any Offer Space. Notwithstanding anything herein to the entirety of Building Econtrary, if less than 100,000 square feet) or the redeveloped 000 Xxxxxx Xxxxx facility, as applicable, and neither Landlord nor its affiliate, if applicable, there shall lease space in Building E or in the redeveloped 000 Xxxxxx Xxxxx facility (excluding any leases which, individually and in the aggregate, leave at least 100,000 square feet of space in the applicable building or facility to be offered to Tenant pursuant to this Right of First Offer) without first complying with all applicable provisions of this Section 1.3. Tenant's Right of First Offer with respect to Building E or 000 Xxxxxx Xxxxx, as applicable, shall commence upon Tenant's receipt of written notice from Landlord (a "FIRST OFFER NOTICE") identifying the building or facility to which the Right of First Offer applies, the amount of space available in such building or facility (not to be less than 100,000 square feet or three (3) years remaining on the entirety Term of the applicable building or facility, this Lease (taking into account an Extension Term if less than 100,000 square feet) and the rent, improvement allowance and other material terms upon which Landlord proposes to offer space in such building or facility. Tenant Lessee shall have ten (10) business days after receipt of a First Offer Notice in which exercised its right to reach agreement on all terms and achieve execution of a written lease agreement with Landlord or its affiliateextend the Term for such Extension Term), as applicable, regarding Tenant's leasing and occupancy of at least 100,000 square feet of space in the building or facility covered by the First Offer Notice (or the entirety of such building or facility, if less than 100,000 square feet). It is generally the intention of the parties that the form of lease for Lessee shall not have any such leasing of space pursuant to a First Offer Notice would be substantially identical to this Lease, excluding this Section 1.3 and subject only to such other modifications as may be reasonably necessary to reflect differences in the particular space to be occupied pursuant to such new lease and/or in the economic terms applicable to Tenant's leasing of such space. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of a First Offer Notice, then Tenant shall have no further rights under this Section 1.3 with respect Paragraph 53. By way of example if the initial term is to the building expire in thirty-six (36) months, Lessee may only exercise its option for Offer Space if it previously or facility covered by such First Offer Notice and Landlord shall thereafter be free to proceed with the leasing of such building or facility at any time and from time to time without any further obligation to Tenant. If Tenant leases space in either Building E or 000 Xxxxxx Xxxxx pursuant to a First Offer Notice under this Section 1.3, then Tenant shall have no further rights under this Section 1.3 with respect to either of such buildings or facilities (except Tenant's rights under the written lease agreement entered into with respect to the particular space covered by such First Offer concurrently delivers an Extension Notice) and Landlord shall thereafter be free to proceed with the further leasing of both such building and such facility at any time and from time to time without any further obligation to Tenant.