Common use of BASIC RENT ADJUSTMENT Clause in Contracts

BASIC RENT ADJUSTMENT. It is understood and agreed that upon the exercise of the Option (see Paragraph 2 of this Lease) the Basic Rent and Additional Rent for the Premises as of the relevant Option period commencement date, the Basic Rent provided for in Paragraph 4 A of the Lease shall be analyzed to establish current fair market rate and new Basic Rent. The new Basic Rent will be at 100% of the fair market value. If it becomes necessary to determine fair market value for the Premises by appraisal, real estate appraiser(s) all of who shall be members of the American Institute of Real Estate Appraisers, and who have at least 5 years experience appraising "R&D - Flexible type" space in the vicinity of the Premises shall be appointed and shall act in accordance with the following procedure: (i) If the parties are unable to agree on the Fair Market Rent within the allowed time, either party may demand an appraisal by giving written notice to the other party, which to be effective must state the name, address, and qualifications of an appraiser selected by the notifying party demanding an appraisal (the "Notifying Party"). Within ten (10) days following the Notifying Party's Appraisal demand, the other party (the "Non-Notifying Party") shall either approve the appraiser selected by the notifying party, or select a second properly qualified appraiser by giving written notice of the name, address, and qualification of said appraiser to the Notifying Party. If the Non-Notifying party fails to select and appraiser within the ten (10) day period, the appraiser selected by the Notifying Party shall be deemed selected by both parties and no other appraiser shall be selected. If two appraisers are selected, they shall select a third appropriately qualified appraiser. If the two appraisers fail to select a third qualified appraiser, the third appraiser shall be appointed by the then presiding judge of the county where the Premises are located upon application by either party. (ii) If only one appraiser is selected, that appraiser shall notify the parties in simple letter form of its determination of the Fair Market Rent for the Premises within fifteen (15) days following his selection, which appraisal shall be conclusively determination and binding on the parties as the appraised Fair Market Rent. (iii) If multiple appraisers are selected, the appraisers shall meet not later than ten (10) days following the selection of the last appraiser. At such meeting the appraisers shall attempt to determine the Fair Market Rent for the Premises as of the commencement date of the Option period by the agreement of at least two (2) of the appraisers. (iv) If two (2) or more of the appraisers agree on the Fair Market Rent for the Premises at the initial meeting, such agreement shall be determinative and binding upon the parties hereto and the agreeing appraisers shall, in simple letter form executed by the agreeing appraisers, forthwith notifying both Landlord and Tenant of the amount set by such agreement. If multiple appraisers are selected and two (2) appraisers are unable to agree on the Fair Market Rent for the Premises, all appraisers shall submit to Landlord and Tenant an independent appraisal of the Fair Market Rent for the Premises in simple letter from within twenty (20) days following appointment of the final appraiser. The parties shall then determine the Fair Market Rent for the Premises by averaging the appraisals; provided that any high or low appraisal, differing from the middle appraisal by more than ten percent (10%) of the middle appraisal, shall be deemed to be exactly 10% higher (if the high appraisal differs by more than 10% from the middle appraisal) or 10% lower than the middle appraisal (if the low appraisal differs by more than 10% from the middle appraisal) in calculating the average. (v) The appraisers' determination of Fair Market Rent shall be based on rental of space of the same age, construction, size and location as the Premises with the improvements installed therein at Landlord's expense and shall take into account Tenant's obligations to pay Additional Rent under this Lease. In determining Fair Market Rent, the appraisers shall not consider any alterations installed in the Premises at Tenant's expense. (vi) If only one appraiser is selected, then each party shall pay one-half of the fees and expenses of that appraiser. If three appraisers are selected, each party shall bear the fees and expenses of the appraiser it selects and one-half of the fees and expenses of the third appraiser. Notwithstanding anything to the contrary contained in this Paragraph 38 of this Lease, the Basic Rent for the Option Term may be no less than the Basic Rent during the third year of the Term of this Lease unless Landlord agrees in writing. If the establishment of a new Basic Rent for the Option Term is determined by appraisal as set forth above, and if Tenant does not, in its sole discretion, approve the Basic Rent established by such appraisal, then Tenant may by written notice to Landlord no later than September 30, 2006, rescind the exercise of its Option to extend the Term of this Lease for three (3) years. If Tenant properly rescinds the exercise of its Option to extend the Term of this Lease for three (3) years, then Landlord agrees that Tenant has the right to extend the term of this Lease for one additional period of up to six (6) months upon the same terms and provisions of this Lease at the same Basic Rent as the last month of the Term of this Lease. Tenant shall notify Landlord of the exact number of full months (not to exceed six (6) months) that Tenant elects to extend the Term of this Lease by written notice to Landlord no later than September 30, 2006.

BASIC RENT ADJUSTMENT. It is understood and agreed that upon the exercise of the Option (see Paragraph 2 of this Lease) the Basic Rent and Additional Rent for the Premises as of the relevant Option period commencement date, the Basic Rent provided for in Paragraph 4 A of the Lease shall be analyzed to establish current fair market rate and new Basic Rent. The new Basic Rent will be at 100% of the fair market value. If it becomes necessary to determine fair market value for the Premises by appraisal, real estate appraiser(s) all of who shall be members of the American Institute of Real Estate Appraisers, and who have at least 5 years experience appraising "“R&D - Flexible type" ” space in the vicinity of the Premises shall be appointed and shall act in accordance with the following procedure: (i) If the parties are unable to agree on the Fair Market Rent within the allowed time, either party may demand an appraisal by giving written notice to the other party, which to be effective must state the name, address, and qualifications of an appraiser selected by the notifying party demanding an appraisal (the "“Notifying Party"”). Within ten (10) days following the Notifying Party's ’s Appraisal demand, the other party (the "“Non-Notifying Party"”) shall either approve the appraiser selected by the notifying party, or select a second properly qualified appraiser by giving written notice of the name, address, and qualification of said appraiser to the Notifying Party. If the Non-Notifying party fails to select and appraiser within the ten (10) day period, the appraiser selected by the Notifying Party shall be deemed selected by both parties and no other appraiser shall be selected. If two appraisers are selected, they shall select a third appropriately qualified appraiser. If the two appraisers fail to select a third qualified appraiser, the third appraiser shall be appointed by the then presiding judge of the county where the Premises are located upon application by either party. (ii) If only one appraiser is selected, that appraiser shall notify the parties in simple letter form of its determination of the Fair Market Rent for the Premises within fifteen (15) days following his selection, which appraisal shall be conclusively determination and binding on the parties as the appraised Fair Market Rent. (iii) If multiple appraisers are selected, the appraisers shall meet not later than ten (10) days following the selection of the last appraiser. At such meeting the appraisers shall attempt to determine the Fair Market Rent for the Premises as of the commencement date of the Option period by the agreement of at least two (2) of the appraisers. (iv) If two (2) or more of the appraisers agree on the Fair Market Rent for the Premises at the initial meeting, such agreement shall be determinative and binding upon the parties hereto and the agreeing appraisers shall, in simple letter form executed by the agreeing appraisers, forthwith notifying both Landlord and Tenant of the amount set by such agreement. If multiple appraisers are selected and two (2) appraisers are unable to agree on the Fair Market Rent for the Premises, all appraisers shall submit to Landlord and Tenant an independent appraisal of the Fair Market Rent for the Premises in simple letter from within twenty (20) days following appointment of the final appraiser. The parties shall then determine the Fair Market Rent for the Premises by averaging the appraisals; provided that any high or low appraisal, differing from the middle appraisal by more than ten percent (10%) of the middle appraisal, shall be deemed to be exactly 10% higher (if the high appraisal differs by more than 10% from the middle appraisal) or 10% lower than the middle appraisal (if the low appraisal differs by more than 10% from the middle appraisal) in calculating the average. (v) The appraisers' ’ determination of Fair Market Rent shall be based on rental of space of the same age, construction, size and location as the Premises with the improvements installed therein at Landlord's ’s expense and shall take into account Tenant's ’s obligations to pay Additional Rent under this Lease. In determining Fair Market Rent, the appraisers shall not consider any alterations installed in the Premises at Tenant's ’s expense. (vi) If only one appraiser is selected, then each party shall pay one-half of the fees and expenses of that appraiser. If three appraisers are selected, each party shall bear the fees and expenses of the appraiser it selects and one-half of the fees and expenses of the third appraiser. Notwithstanding anything to the contrary contained in this Paragraph 38 of this Lease, the Basic Rent for the Option Term may be no less than the Basic Rent during the third year of the Term of this Lease unless Landlord agrees in writing. If the establishment of a new Basic Rent for the Option Term is determined by appraisal as set forth above, and if Tenant does not, in its sole discretion, approve the Basic Rent established by such appraisal, then Tenant may by written notice to Landlord no later than September 30, 2006, rescind the exercise of its Option to extend the Term of this Lease for three (3) years. If Tenant properly rescinds the exercise of its Option to extend the Term of this Lease for three (3) years, then Landlord agrees that Tenant has the right to extend the term of this Lease for one additional period of up to six (6) months upon the same terms and provisions of this Lease at the same Basic Rent as the last month of the Term of this Lease. Tenant shall notify Landlord of the exact number of full months (not to exceed six (6) months) that Tenant elects to extend the Term of this Lease by written notice to Landlord no later than September 30, 2006.