Common use of Exercise of Options Clause in Contracts

Exercise of Options. The term of each Option granted to CELGENE hereunder shall run and be exercisable independently on a THALIDOMIDE INVENTION-by-THALIDOMIDE INVENTION basis, beginning on the date on which CELGENE receives notice thereof pursuant to Section 2.2.2 and continuing for a period of three (3) months ("Option Period"). In the event that this Agreement terminates during any Option Period(s) for any reason other than due to CELGENE's breach of this Agreement, each such Option Period, and the rights and obligations of the parties under Sections 2.2.3, 2.2.4 and 2.2.5 with respect to the relevant THALIDOMIDE INVENTION, shall continue in full force and effect for the duration of each such three (3) month period and, if applicable, the relevant Negotiation Period. The relevant THALIDOMIDE INVENTION shall be deemed to be CMCC's CONFIDENTIAL INFORMATION, pursuant to the terms of this Agreement. CELGENE may exercise its Option with respect to any THALIDOMIDE INVENTION at any time during the relevant Option Period by providing written notice to CMCC and/or such THIRD PARTY RESEARCHER, as applicable, with a copy to BIOVENTURE, stating its intention to exercise such Option. CELGENE agrees that it shall reimburse CMCC for all reasonable out-of-pocket expenses, including reasonable attorney's fees, incurred in connection with the preparation, filing and prosecution of patent applications directed towards the relevant THALIDOMIDE INVENTION in the FIELD ("Patent Costs") during the Option Period, provided that if CELGENE notifies CMCC in writing that it rejects its Option with respect to the relevant THALIDOMIDE INVENTION, CELGENE shall have no obligation to pay for any Patent Costs incurred after the receipt of such notice by CMCC. If CELGENE expressly rejects its Option or the Option Period lapses without any such written notice from CELGENE, then CMCC and such THIRD PARTY RESEARCHER shall have no further obligation to CELGENE with respect to the relevant THALIDOMIDE INVENTION.

Exercise of Options. The term options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver notice (the "Exercise Notice") to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of each Option granted the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to CELGENE hereunder shall run and be exercisable independently on a THALIDOMIDE INVENTION-by-THALIDOMIDE INVENTION basis, beginning on deliver the Exercise Notice by the date on which CELGENE receives is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice thereof pursuant to Section 2.2.2 and continuing for a period of three such failure (3) months (the "Option PeriodReminder Notice"). In , in which event, notwithstanding the event that this Agreement terminates during any Option Period(s) for any reason other than due to CELGENE's breach of this Agreementfailure identified in such Reminder Notice, each such Option Period, and the rights and obligations of the parties under Sections 2.2.3, 2.2.4 and 2.2.5 with respect to the relevant THALIDOMIDE INVENTION, shall continue in full force and effect for the duration of each such three (3) month period and, if applicable, the relevant Negotiation Period. The relevant THALIDOMIDE INVENTION Tenant shall be deemed to be CMCChave timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's CONFIDENTIAL INFORMATIONreceipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, pursuant then, on or before the date which is nine (9) months prior to the terms expiration of this Agreementthe then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). CELGENE may exercise Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its Option with respect to any THALIDOMIDE INVENTION at any time during receipt of the relevant Option Period by providing Landlord Response Notice, Tenant shall deliver written notice to CMCC and/or such THIRD PARTY RESEARCHERLandlord (the "Tenant Election Notice"), as applicable, with a copy which shall set forth Tenant election to BIOVENTURE, stating its intention to exercise such Option. CELGENE agrees that it shall reimburse CMCC for all reasonable out-of-pocket expenses, including reasonable attorneyeither (i) accept the Market Rent contained in the Landlord's fees, incurred in connection Option [***] Confidential portions of this document have been redacted and filed separately with the preparationCommission. Rent Calculation, filing and prosecution of patent applications directed towards or (ii) reject the relevant THALIDOMIDE INVENTION Market Rent contained in the FIELD Landlord's Option Rent Calculation, in which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the Tenant Election Notice shall be conclusively deemed to constitute Tenant's election to proceed pursuant to alternative ("Patent Costs"ii) during from the Option Period, provided that if CELGENE notifies CMCC in writing that it rejects its Option with respect to the relevant THALIDOMIDE INVENTION, CELGENE shall have no obligation to pay for any Patent Costs incurred after the receipt of such notice by CMCC. If CELGENE expressly rejects its Option or the Option Period lapses without any such written notice from CELGENE, then CMCC and such THIRD PARTY RESEARCHER shall have no further obligation to CELGENE with respect to the relevant THALIDOMIDE INVENTIONimmediately preceding sentence.

Exercise of Options. The term options contained in this Section 2.2 shall be exercised by Tenant, if at all, only in the manner set forth in this Section 2.2.3. Tenant shall deliver notice (the "Exercise Notice") to Landlord not more than eighteen (18) months nor less than twelve (12) months prior to the expiration of each Option granted the then Lease Term, stating that Tenant is irrevocably exercising its extension option; provided, however, in the event Tenant fails to CELGENE hereunder shall run and be exercisable independently on a THALIDOMIDE INVENTION-by-THALIDOMIDE INVENTION basis, beginning on deliver the Exercise Notice by the date on which CELGENE receives is twelve months prior to the expiration of the then Lease Term, then Landlord shall deliver Tenant written notice thereof pursuant to Section 2.2.2 and continuing for a period of three such failure (3) months (the "Option PeriodReminder Notice"). In , in which event, notwithstanding the event that this Agreement terminates during any Option Period(s) for any reason other than due to CELGENE's breach of this Agreementfailure identified in such Reminder Notice, each such Option Period, and the rights and obligations of the parties under Sections 2.2.3, 2.2.4 and 2.2.5 with respect to the relevant THALIDOMIDE INVENTION, shall continue in full force and effect for the duration of each such three (3) month period and, if applicable, the relevant Negotiation Period. The relevant THALIDOMIDE INVENTION Tenant shall be deemed to be CMCChave timely delivered the Exercise Notice as long as the same is delivered to Landlord within five (5) business days following Tenant's CONFIDENTIAL INFORMATIONreceipt of the Reminder Notice. If Tenant timely delivers an Exercise Notice to Landlord, pursuant then, on or before the date which is nine (9) months prior to the terms expiration of the then Lease Term, Tenant shall deliver to Landlord Tenant's calculation of the Market Rent (the "Tenant's Option Rent Calculation"). Landlord shall deliver notice (the "Landlord Response Notice") to Tenant on or before the date that is eight (8) months prior to the end of the applicable Term, (the "Landlord Response Date"), stating that (A) Landlord is [***] Confidential portions of this Agreementdocument have been redacted and filed separately with the Commission. CELGENE may exercise accepting Tenant's Option Rent Calculation as the Market Rent, or (B) rejecting Tenant's Option Rent Calculation and setting forth Landlord's calculation of the Market Rent (the "Landlord's Option Rent Calculation"). Within ten (10) business days of its Option with respect to any THALIDOMIDE INVENTION at any time during receipt of the relevant Option Period by providing Landlord Response Notice, Tenant shall deliver written notice to CMCC and/or such THIRD PARTY RESEARCHERLandlord (the "Tenant Election Notice"), as applicable, with a copy which shall set forth Tenant election to BIOVENTURE, stating its intention to exercise such Option. CELGENE agrees that it shall reimburse CMCC for all reasonable out-of-pocket expenses, including reasonable attorney's fees, incurred in connection with either (i) accept the preparation, filing and prosecution of patent applications directed towards the relevant THALIDOMIDE INVENTION Market Rent contained in the FIELD Landlord's Option Rent Calculation, or ("Patent Costs"ii) during reject the Market Rent contained in the Landlord's Option PeriodRent Calculation, provided that if CELGENE notifies CMCC in writing that it rejects its Option with respect which event the parties shall follow the procedure, and the Market Rent shall be determined as set forth in Section 2.2.4. Tenant's failure to timely deliver the relevant THALIDOMIDE INVENTION, CELGENE Tenant Election Notice shall have no obligation be conclusively deemed to pay for any Patent Costs incurred after constitute Tenant's election to proceed pursuant to alternative (ii) from the receipt of such notice by CMCC. If CELGENE expressly rejects its Option or the Option Period lapses without any such written notice from CELGENE, then CMCC and such THIRD PARTY RESEARCHER shall have no further obligation to CELGENE with respect to the relevant THALIDOMIDE INVENTIONimmediately preceding sentence.

Exercise of Options. The term In order to exercise either the Renewal ------------------- Option or the Sale Option with respect to a Lease Supplement, Lessee shall give irrevocable written notice to Lessor not more than 290 days nor less than 270 days prior to the end of the applicable Base Term or Renewal Term (except that, in the case of a Renewal Term of less than 270 days, such notice Lease shall be given at the commencement of such Renewal Term), as the case may be, that Lessee intends to exercise either the Renewal Option or the Sale Option and specifying such option. If Lessee shall fail to deliver such written notice in the time required during the Base Term or a Renewal Term, Lessee shall be deemed, in the case of the Base Term and each Option granted Renewal Term (other than the Renewal Term that would end on April 30, 2002), to CELGENE hereunder shall run and be exercisable independently on a THALIDOMIDE INVENTION-by-THALIDOMIDE INVENTION basis, beginning on have elected to renew the date on which CELGENE receives notice thereof related Lease Supplement or Supplements pursuant to Section 2.2.2 4.1 and continuing for a period of three (3) months ("Option Period"). In in the event that this Agreement terminates during any Option Period(s) for any reason other than due to CELGENE's breach of this Agreement, each such Option Period, and the rights and obligations case ----------- of the parties under Sections 2.2.3Renewal Term ending April 30, 2.2.4 and 2.2.5 with respect 2002, to have elected the relevant THALIDOMIDE INVENTIONPurchase Option pursuant to Section 4.2. If a Lease Event of Default exists at the date of ----------- election of either a Renewal Term or the Sale Option or on the last day of the Base Term or a Renewal Term, shall continue in full force and effect for the duration of each such three (3) month period and, if applicable, the relevant Negotiation Period. The relevant THALIDOMIDE INVENTION Lessee shall be deemed to be CMCC's CONFIDENTIAL INFORMATION, pursuant to have chosen the terms of this Agreement. CELGENE may exercise its Purchase Option with respect to any THALIDOMIDE INVENTION all of the Lease Supplements. In addition, if no Lease Event of Default shall have occurred and then be continuing, Lessee may at any time during the relevant Option Period by providing written notice to CMCC and/or such THIRD PARTY RESEARCHER, as applicable, with a copy to BIOVENTURE, stating its intention notify Lessor that it chooses to exercise the Purchase Option in respect of one or more Lease Supplements, such Option. CELGENE agrees that it shall reimburse CMCC for all reasonable out-of-pocket expensespurchase to be effected as of the first Payment Date which is not less than ninety (90) days after the date of such notice, including reasonable attorney's fees, incurred specified by Lessee and otherwise in connection accordance with the preparationprovisions of this Section 4.4. Lessee's election (or deemed election) of the Purchase ----------- Option in respect of one or more Lease Supplements shall be irrevocable at the time it is made or deemed made. Further, filing an election of the Sale Option in respect of a Lease Supplement shall be deemed automatically revoked if the Lessee does not comply with the terms and prosecution conditions of patent applications directed towards Section 4.6 and execute ----------- and deliver to the relevant THALIDOMIDE INVENTION buyer a Support Agreement, conforming with the requirements therefor set forth in the FIELD ("Patent Costs") during Operative Documents, together with grants, in recordable form, of easements or licenses and all other rights and authorities necessary for the Option Period, provided that if CELGENE notifies CMCC operation in writing that it rejects its Option with respect to the relevant THALIDOMIDE INVENTION, CELGENE shall have no obligation to pay for any Patent Costs incurred after the receipt place-in use of such notice by CMCC. If CELGENE expressly rejects its Option or the Option Period lapses without any such written notice from CELGENE, then CMCC and Systems subject to such THIRD PARTY RESEARCHER shall have no further obligation to CELGENE with respect to the relevant THALIDOMIDE INVENTIONLease Supplement.

Exercise of Options. The term of each Each Option granted may be exercised by Tenant only in accordance with the following procedure. Tenant must deliver written notice (“Interest Notice”) to CELGENE hereunder shall run and be exercisable independently on a THALIDOMIDE INVENTION-by-THALIDOMIDE INVENTION basis, beginning on the date on which CELGENE receives notice thereof pursuant to Section 2.2.2 and continuing for a period of three Landlord not more than fifteen (315) months or less than twelve ("Option Period"). In 12) months prior to the event then-scheduled expiration of the Term, stating that this Agreement terminates during any Option Period(s) for any reason other than due to CELGENE's breach of this Agreement, each such Option PeriodTenant is interested in exercising the applicable Option, and specifying in the rights and obligations Interest Notice as to what portion of the parties under Sections 2.2.3, 2.2.4 and 2.2.5 with respect to the relevant THALIDOMIDE INVENTION, shall continue in full force and effect for the duration of each such three (3) month period and, if applicable, the relevant Negotiation Period. The relevant THALIDOMIDE INVENTION shall be deemed to be CMCC's CONFIDENTIAL INFORMATION, pursuant to the terms of this Agreement. CELGENE may exercise Premises Tenant is exercising its Option with respect to any THALIDOMIDE INVENTION at any time during (provided that in no event may Tenant extend as to less than the relevant Option Period Initial Premises); Tenant’s failure to specify what portion of the Premises for which the Term is being extended shall be deemed an election by providing written notice to CMCC and/or such THIRD PARTY RESEARCHER, as applicable, with a copy to BIOVENTURE, stating its intention Tenant to exercise such Optionthe Option as to the entire Premises. CELGENE agrees that it Tenant shall reimburse CMCC duly vacate all portions of the Premises for all reasonable out-of-pocket expenses, including reasonable attorney's fees, incurred which Tenant is not exercising the Option in connection accordance with the preparationterms and conditions of the Lease on the last day of the then-effective Term therefor. For purposes of clarity, filing and prosecution of patent applications directed towards if Tenant exercises its first Option with respect to less than the relevant THALIDOMIDE INVENTION in entire Premises, Tenant shall not have the FIELD ("Patent Costs") during the Option Period, provided that if CELGENE notifies CMCC in writing that it rejects right to exercise its second Option with respect to the relevant THALIDOMIDE INVENTION, CELGENE shall have no obligation to pay for any Patent Costs incurred portion of the Premises so surrendered. Within sixty (60) days after the Landlord’s receipt of such Tenant’s Interest Notice, Landlord shall deliver notice by CMCC(“Option Rent Notice”) to Tenant setting forth the Landlord’s determination of the Base Rent for the applicable Extension Term. Within ten (10) business days after receipt of the Option Rent Notice, Tenant shall provide Landlord with irrevocable written notice (“Tenant’s Acceptance”) exercising the Option and stating either (a) that Tenant accepts Landlord’s determination of Base Rent in the Option Rent Notice, or (b) that Tenant objects to Landlord’s determination of Base Rent and elects to determine Market Rent in accordance with Section 38.4. Time is of the essence hereof and late delivery of the Interest Notice shall not be effective. Failure of Tenant to provide Tenant’s Acceptance shall be deemed Tenant’s election of option (b) above. If CELGENE expressly rejects its Option Tenant does not give an Interest Notice on or before the date specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. Landlord shall not be required to give effect to the Option Period lapses without any such written if an Event of Default is outstanding beyond applicable notice from CELGENE, then CMCC and such THIRD PARTY RESEARCHER cure periods as the date of the Interest Notice. The rights contained in this Section shall have no further obligation to CELGENE with respect be personal to the relevant THALIDOMIDE INVENTIONoriginal Tenant (and any Permitted Transferee which is an assignee of Tenant’s then-remaining entire interest in this Lease) and may only be exercised by the original Tenant (and any Permitted Transferee which is an assignee of Tenant’s then-remaining entire interest in this Lease) (and not any other assignee, sublessee or other transferee of the original Tenant’s interest in this Lease).

Exercise of Options. The term of each Option granted to CELGENE hereunder shall run and be exercisable independently on a THALIDOMIDE INVENTION-by-THALIDOMIDE INVENTION basis, beginning exercised by Tenant only in the following manner: (i) Tenant shall not be in default on the delivery date on which CELGENE receives of the Interest Notice and Tenant's Acceptance; (ii) Tenant shall deliver written notice thereof pursuant ("Interest Notice") to Section 2.2.2 and continuing for a period of three Landlord not more than ten (310) months nor less than eight (8) months prior to the expiration of the Lease Term, stating that Tenant is interested in exercising the Option, (iii) within fifteen (15) business days of Landlord's receipt of Tenant's written notice, Landlord shall deliver notice ("Option PeriodRent Notice"). In ) to Tenant setting forth the event that this Agreement terminates during any Option Period(sRent; and (iv) for any reason other than due if Tenant desires to CELGENEexercise such Option, Tenant shall provide Landlord written notice within five (5) business days after receipt of the Option Rent Notice ("Tenant's breach of this Agreement, each such Option PeriodAcceptance") and upon, and the rights and obligations of the parties under Sections 2.2.3concurrent with such exercise, 2.2.4 and 2.2.5 with respect Tenant may, at its option, object to the relevant THALIDOMIDE INVENTION, shall continue Option Rent contained in full force and effect for the duration of each such three (3) month period and, if applicable, Option Rent Notice. Tenant's failure to deliver the relevant Negotiation Period. The relevant THALIDOMIDE INVENTION Interest Notice or Tenant's Acceptance on or before the dates specified above shall be deemed to constitute Tenant's election not to exercise the Option. If Tenant timely and properly exercises its Option, the Lease Term shall be CMCCextended for the Option Term upon all of the terms and conditions set forth in this Lease, except that the rent for the Option Term shall be as indicated in the Option Rent Notice unless Tenant, concurrently with Tenant's CONFIDENTIAL INFORMATIONAcceptance, pursuant objects to the terms of this Agreement. CELGENE may exercise its Option with respect to any THALIDOMIDE INVENTION at any time during Rent contained in the relevant Option Period by providing written notice to CMCC and/or such THIRD PARTY RESEARCHERRent Notice, in which case the parties shall follow the procedure and the Option Rent shall be determined, as applicable, with a copy to BIOVENTURE, stating its intention to exercise such Option. CELGENE agrees that it shall reimburse CMCC for all reasonable out-of-pocket expenses, including reasonable attorney's fees, incurred set forth in connection with the preparation, filing and prosecution of patent applications directed towards the relevant THALIDOMIDE INVENTION in the FIELD ("Patent Costs"Section 31(d) during the Option Period, provided that if CELGENE notifies CMCC in writing that it rejects its Option with respect to the relevant THALIDOMIDE INVENTION, CELGENE shall have no obligation to pay for any Patent Costs incurred after the receipt of such notice by CMCC. If CELGENE expressly rejects its Option or the Option Period lapses without any such written notice from CELGENE, then CMCC and such THIRD PARTY RESEARCHER shall have no further obligation to CELGENE with respect to the relevant THALIDOMIDE INVENTIONbelow.

Exercise of Options. The term decision of each whether and when to exercise all or any portion of the Options shall be made solely by WPM, and neither COM, COM's attorney-in-fact, Digital Radio nor any of COM's Affiliates shall have any discretion as to whether and when the Options shall be exercised, nor shall they have any disclosure obligations or obligations to advise WPM regarding her decision to exercise or the timing of such exercise, except as provided in Section 9.1. If WPM decides not to exercise all or any portion of such Options she will notify COM as soon as reasonably possible for her to do so and, in any event, she will notify COM no later than ten (10) days before the stated expiration date of such Options of her irrevocable decision not to exercise any or all of such Options (the "Rejected Options"), and in such case, COM, or at his election Digital Radio, shall have the right to exercise any such Rejected Options on his or its own behalf free and clear of any claim of WPM to the shares purchased and WPM will have no further right or interest in such Rejected Options or portion thereof or any security purchased upon their exercise. Upon receipt of written notice of WPM's decision to exercise any Option, Digital Radio shall exercise such Option granted on behalf of and for the benefit of WPM. WPM's written notice of exercise shall be addressed and delivered to CELGENE hereunder Digital Radio's attorney-in-fact for purposes of exercising any Option, who shall run be C. Jamex Xxxxxx (xx his successor as may be named by Digital Radio), 2300 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000 (xx such other address as Digital Radio may from time to time designate by written notice to WPM). In such notice WPM shall state the option grant, the number of shares to be purchased under said grant and be exercisable independently on a THALIDOMIDE INVENTION-by-THALIDOMIDE INVENTION basis, beginning on the date on which CELGENE receives notice thereof pursuant to Section 2.2.2 and continuing for a period of exercise. No later than three (3) months days prior to the time payment for exercise is due from Digital Radio, WPM shall deliver to Digital Radio's attorney-in-fact the full exercise price ("Option Period"). In the event that this Agreement terminates during any Option Period(sand pro rata related transaction costs) for any reason other than due such Options being exercised in cash, certified check or cashier's check or by wire transfer; provided, however, that COM and Digital Radio will, at WPM's request, cooperate with WPM in enabling her to CELGENE's breach of this Agreement, each such Option Period, exercise the Options concurrently with her obtaining financing or at the same time and in the rights and obligations of the parties under Sections 2.2.3, 2.2.4 and 2.2.5 with respect to the relevant THALIDOMIDE INVENTION, shall continue in full force and effect for the duration of each such three (3) month period andsame way as COM or Digital Radio does, if applicable, the relevant Negotiation Period. The relevant THALIDOMIDE INVENTION shall be deemed either of such entities or WPM is able to be CMCC's CONFIDENTIAL INFORMATION, pursuant to the terms of this Agreement. CELGENE may exercise its Option with respect to any THALIDOMIDE INVENTION at any time during the relevant Option Period by providing written notice to CMCC and/or such THIRD PARTY RESEARCHER, as applicable, with a copy to BIOVENTURE, stating its intention arrange financing that enables COM or Digital Radio or WPM to exercise their or her options using funds borrowed from a third party and secured in whole or in part by the Company stock purchased upon such Optionexercise. CELGENE agrees that it shall reimburse CMCC for all reasonable out-of-pocket expenses, including reasonable attorney's fees, incurred in connection with the preparation, filing and prosecution of patent applications directed towards the relevant THALIDOMIDE INVENTION in the FIELD ("Patent Costs") during the Option Period, provided that if CELGENE notifies CMCC in writing that it rejects its Option with respect to the relevant THALIDOMIDE INVENTION, CELGENE shall have no obligation to pay for any Patent Costs incurred after the receipt of such notice by CMCC. If CELGENE expressly rejects its Option or the Option Period lapses without any such written notice from CELGENE, then CMCC and such THIRD PARTY RESEARCHER shall have no further obligation to CELGENE with respect to the relevant THALIDOMIDE INVENTIONSee also Section 9.5 hereto.

Exercise of Options. The term of each Option granted to CELGENE hereunder Options shall run and be exercisable independently on a THALIDOMIDE INVENTION-by-THALIDOMIDE INVENTION basis, beginning exercised by Tenant ------------------- only in the following manner: (i) Tenant shall not be in default on the delivery date on which CELGENE receives of the Interest Notice and Tenant's Acceptance; (ii) Tenant shall deliver written notice thereof pursuant ("INTEREST NOTICE") to Section 2.2.2 and continuing for a period of three Landlord not more than ten (310) months nor less than eight (8) months prior to the expiration of the Lease Term (or first Option Term, as applicable), stating that Tenant is interested in exercising the Option, (iii) within fifteen (15) business days of Landlord's receipt of Tenant's written notice, Landlord shall deliver notice ("OPTION RENT NOTICE") to Tenant setting forth the Option PeriodRent; and (iv) if Tenant desires to exercise such Option, Tenant shall provide Landlord written notice within five (5) business days after receipt of the Option Rent Notice ("). In the event that this Agreement terminates during any Option Period(sTENANT'S ACCEPTANCE") for any reason other than due to CELGENE's breach of this Agreement, each such Option Periodand upon, and the rights and obligations of the parties under Sections 2.2.3concurrent with such exercise, 2.2.4 and 2.2.5 with respect Tenant may, at its option, object to the relevant THALIDOMIDE INVENTION, shall continue Option Rent contained in full force and effect for the duration of each such three (3) month period and, if applicable, Option Rent Notice. Tenant's failure to deliver the relevant Negotiation Period. The relevant THALIDOMIDE INVENTION Interest Notice or Tenant's Acceptance on or before the dates specified above shall be deemed to be CMCCconstitute Tenant's CONFIDENTIAL INFORMATIONelection not to exercise the Option. If Tenant timely and properly exercises its Option, pursuant to the terms of this Agreement. CELGENE may exercise its Lease Term (or first Option with respect to any THALIDOMIDE INVENTION at any time during the relevant Option Period by providing written notice to CMCC and/or such THIRD PARTY RESEARCHERTerm, as applicable) shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease, with a copy to BIOVENTURE, stating its intention to exercise such Option. CELGENE agrees except that it the rent for the Option Term shall reimburse CMCC for all reasonable out-of-pocket expenses, including reasonable attorney's fees, incurred in connection with the preparation, filing and prosecution of patent applications directed towards the relevant THALIDOMIDE INVENTION be as indicated in the FIELD ("Patent Costs") during Option Rent Notice unless Tenant, concurrently with Tenant's Acceptance, objects to the Option Period, provided that if CELGENE notifies CMCC Rent contained in writing that it rejects its Option with respect to the relevant THALIDOMIDE INVENTION, CELGENE shall have no obligation to pay for any Patent Costs incurred after the receipt of such notice by CMCC. If CELGENE expressly rejects its Option or the Option Period lapses without any such written notice from CELGENERent Notice, then CMCC in which case the parties shall follow the procedure and such THIRD PARTY RESEARCHER the Option Rent shall have no further obligation to CELGENE with respect to the relevant THALIDOMIDE INVENTIONbe determined, as set forth in Section 2.2.4 below.

Exercise of Options. The term of each Each Option granted may be exercised by Tenant only in accordance with the following procedure. Tenant must deliver written notice (“Exercise Notice”) to CELGENE hereunder shall run and be exercisable independently on a THALIDOMIDE INVENTION-by-THALIDOMIDE INVENTION basis, beginning on the date on which CELGENE receives notice thereof pursuant to Section 2.2.2 and continuing for a period of three Landlord not more than fifteen (315) months nor less than ("Option Period"). In 1) year prior to the event that this Agreement terminates during any Option Period(s) for any reason other than due to CELGENE's breach of this Agreement, each such Option Period, and the rights and obligations then-scheduled expiration of the parties under Sections 2.2.3Term, 2.2.4 and 2.2.5 stating that Tenant is exercising the Option; such Exercise Notice shall be irrevocable. Tenant may elect, at the time it delivers its Exercise Notice, to reduce the Premises by terminating the Lease with respect to the relevant THALIDOMIDE INVENTIONtop floor or the top two floors (a “Reduction Option”) (with such termination being effective at the commencement of the exercised Extension Term). After Landlord’s receipt of Tenant’s Exercise Notice, Landlord shall continue in full force and effect deliver notice (“Option Rent Notice”) to Tenant setting forth the Landlord’s determination of the Base Rent for the duration Extension Term. Within ten (10) business days after receipt of each such three the Option Rent Notice, Tenant shall provide Landlord with irrevocable written notice (3“Tenant’s Response”) month period andstating either (a) that Tenant accepts Landlord’s determination of Base Rent in the Option Rent Notice, if applicableor (b) that Tenant objects to Landlord’s determination of Base Rent and elects to determine Market Rent in accordance with Section 38.4. If Tenant fails to timely deliver a Tenant’s Response, the relevant Negotiation Period. The relevant THALIDOMIDE INVENTION Tenant shall be deemed to have objected to the Base Rent in the Option Rent Notice and elected to determine Market Rent in accordance with Section 38.4. Time is of the essence hereof and late notice shall not be CMCC's CONFIDENTIAL INFORMATIONeffective. If Tenant does not give an Exercise Notice on or before the dates specified above, Tenant shall be deemed to have irrevocably waived the right to exercise the Option. If Tenant does not exercise the first Option, the second Option shall be null and void and of no further force or effect. Landlord shall not be required to give effect to an Option if an Event of Default is outstanding as the date of the Exercise Notice or Tenant’s Response. The rights contained in this Article shall be personal to the original Tenant and may only be exercised by the original Tenant, a Permitted Transferee which takes an Assignment of the Lease, or an “Approved Assignee” (but not by any other sublessee or assignee). An Approved Assignee shall be an assignee that is approved by Landlord pursuant to Section 12.1 above, and also meets the terms requirement of this Agreementhaving investment grade credit (with investment grade credit being defined as BBB or better pursuant to Xxxxx’x and/or Standard and Poor’s) both at the time of assignment and at the time of Option exercise. CELGENE may exercise its Option with respect to any THALIDOMIDE INVENTION In addition, an Approved Assignee must be in full occupancy of the Building at any the time during it takes an assignment and at the relevant Option Period by providing written notice to CMCC and/or time it exercises such THIRD PARTY RESEARCHER, as applicable, with a copy to BIOVENTURE, stating its intention to exercise such OptionExtension Right. CELGENE agrees that it shall reimburse CMCC for all reasonable out-of-pocket expenses, including reasonable attorney's fees, incurred in connection with the preparation, filing and prosecution of patent applications directed towards the relevant THALIDOMIDE INVENTION in the FIELD ("Patent Costs") during the Option Period, provided that if CELGENE notifies CMCC in writing that it rejects its Option with respect to the relevant THALIDOMIDE INVENTION, CELGENE An Approved Assignee shall have no obligation right to pay for any Patent Costs incurred after exercise the receipt of such notice by CMCC. If CELGENE expressly rejects its Option or the Option Period lapses without any such written notice from CELGENE, then CMCC and such THIRD PARTY RESEARCHER shall have no further obligation to CELGENE with respect to the relevant THALIDOMIDE INVENTIONReduction Option.

Exercise of Options. The Grantor may exercise any right to renew or extend the term of each Option granted the Ground Lease contained therein without the prior written consent of Agent. Grantor shall give Agent simultaneous written notice of the exercise of such option or right to CELGENE hereunder renew or extend, together with a copy of the instrument given to the lessor under the Ground Lease exercising such option or right, and, thereafter, shall run promptly deliver to Agent a copy of any acknowledgment by the lessor under such Ground Lease with respect to the exercise of such option or right. If such option or right has not been exercised as aforesaid, then not more than one hundred eighty (180) and not less than one hundred fifty (150) days before the right of Grantor to exercise any option or right to renew or extend the term of the Ground Lease shall expire, Grantor shall give Agent written notice specifying the date, term and manner for which such option or renewal is to be exercisable independently on a THALIDOMIDE INVENTION-by-THALIDOMIDE INVENTION basisexercised. Within fifteen (15) business days of written demand by Agent, beginning on Grantor shall exercise any such option or renewal which is necessary to extend the date on term of the Ground Lease beyond the term of this Instrument or to comply with any law affecting Grantor or Agent or which CELGENE receives notice thereof pursuant is necessary, in Agent’s reasonable judgment, to Section 2.2.2 and continuing for a period preserve the value of three (3) months ("Option Period")the security intended to be afforded by this Instrument. Grantor shall promptly provide evidence of such exercise of such option or right to Agent’s reasonable satisfaction. In the event that this Agreement terminates during Grantor fails to so exercise any Option Period(s) for such option or right or in the event of any reason other than due default hereunder which is continuing beyond the applicable cure periods, Grantor hereby agrees and grants to CELGENE's breach of this Agreement, each such Option Period, Agent all right and the rights and obligations of the parties under Sections 2.2.3, 2.2.4 and 2.2.5 with respect to the relevant THALIDOMIDE INVENTION, shall continue in full force and effect for the duration of each such three (3) month period and, if applicable, the relevant Negotiation Period. The relevant THALIDOMIDE INVENTION shall be deemed to be CMCC's CONFIDENTIAL INFORMATION, pursuant to the terms of this Agreement. CELGENE may exercise its Option with respect to any THALIDOMIDE INVENTION at any time during the relevant Option Period by providing written notice to CMCC and/or such THIRD PARTY RESEARCHER, as applicable, with a copy to BIOVENTURE, stating its intention authority to exercise such Option. CELGENE agrees that it shall reimburse CMCC for all reasonable out-of-pocket expenses, including reasonable attorney's fees, incurred in connection with the preparation, filing and prosecution of patent applications directed towards the relevant THALIDOMIDE INVENTION option in the FIELD ("Patent Costs") during the Option Period, provided that if CELGENE notifies CMCC name of Grantor or in writing that it rejects its Option with respect own name. Notwithstanding anything herein to the relevant THALIDOMIDE INVENTIONcontrary, CELGENE Grantor shall have no obligation to pay for not exercise any Patent Costs incurred after purchase options, rights of first offer or rights of first refusal in the receipt Ground Lease without the prior written consent of such notice by CMCCAgent, which consent shall not be unreasonably withheld, conditioned or delayed including, without limitation, delivery of a mortgage on the fee interest. If CELGENE expressly rejects its Option Nothing contained herein shall affect or limit any rights of Agent granted under the Option Period lapses without any such written notice from CELGENE, then CMCC and such THIRD PARTY RESEARCHER shall have no further obligation to CELGENE with respect to the relevant THALIDOMIDE INVENTIONGround Lease.