Common use of Fair Market Rent Clause in Contracts

Fair Market Rent. Landlord will notify Tenant of its determination of the Fair Market Rent (consistent with the methodology reflected above) for the applicable Extension Period no later than ninety (90) days prior to the commencement date of the applicable Extension Period. If Txxxxx delivers written notice to Landlord within ten (10) business days after its receipt of Landlord's determination of Fair Market Rent whereby Tenant disagrees with Landlord's determination of the Fair Market Rent, Tenant shall include in its notice Tenant’s determination of the Fair Market Rent, and Landlord and Tenant will diligently and in good-fxxxx xxxxxx for a period of thirty (30) days thereafter (the “Negotiation Period”) in an attempt to agree on the Fair Market Rent. If Landlord and Tenant are unable to agree on the Fair Market Rent during the Negotiation Period, then, within five (5) business days after the expiration of such period, Landlord and Tenant shall jointly appoint an independent arbitrator (the “Arbitrator”) who shall not have previously been employed by or otherwise worked with either Landlord or Tenant with experience in real estate activities, including at least ten (10) years’ experience serving as a broker, appraiser and/or attorney in leasing transactions involving commercial life sciences laboratory and research space of comparable size and Class A quality to the Premises (collectively, the “Qualifications”), which Arbitrator shall, within twenty (20) days following the Arbitrator’s appointment, determine and report in writing to Landlord and Tenant the by selecting either Landlord’s or Tenant’s determination of the Fair Market Rent for the Extension Period, according to whichever of the applicable determinations is closer to the Fair Market Rent, as determined by the Arbitrator. If Landlord and Tenant cannot agree on the Arbitrator in accordance with the foregoing, Landlord or Tenant may apply to the American Arbitration Association to appoint the Arbitrator in accordance with the aforementioned criteria. The Arbitrator shall have no discretion other than to select Landlord’s or Tenant’s determination of the Fair Market Rent as aforesaid. The costs of the Arbitrator shall be shared equally by Landlord and Tenant, and each of Landlord and Tenant shall reasonably cooperate with the Arbitrator in providing documentation and any other reasonable evidence regarding how Landlord or Tenant, as applicable, arrived at its determination of the Fair Market Rent. If the Renewal Period commences prior to the final determination of the Fair Market Rent, Tenant shall pay to Landlord the monthly rate in effect immediately prior to the commencement of the applicable Renewal Period, subject to adjustment upon resolution of such dispute.

Fair Market Rent. Landlord will notify Tenant of its determination For purposes if this Section 36.2.2, the “fair market rent” for the Premises shall be determined as of the Fair Market Rent date that is sixty (consistent with the methodology reflected above) for the applicable Extension Period no later than ninety (9060) days prior to the commencement date first day of the applicable Extension Period. If Txxxxx delivers written notice to Landlord within ten (10) business days after its receipt of Landlord's determination of Fair Market Rent whereby Tenant disagrees with Landlord's determination first Lease Year of the Fair Market Rent, Tenant shall include in its notice Tenant’s determination of the Fair Market Rent, and Landlord and Tenant will diligently and in good-fxxxx xxxxxx for a period of thirty (30) days thereafter (the “Negotiation Period”) in an attempt to agree on the Fair Market Rent. If Landlord and Tenant are unable to agree on the Fair Market Rent during the Negotiation Period, then, within five (5) business days after the expiration of such period, Landlord and Tenant shall jointly appoint an independent arbitrator (the “Arbitrator”) who shall not have previously been employed by or otherwise worked with either Landlord or Tenant with experience in real estate activities, including at least ten (10) years’ experience serving as a broker, appraiser and/or attorney in leasing transactions involving commercial life sciences laboratory and research space of comparable size and Class A quality to the Premises (collectively, the “Qualifications”), which Arbitrator shall, within twenty (20) days following the Arbitrator’s appointment, determine and report in writing to Landlord and Tenant the by selecting either Landlord’s or Tenant’s determination of the Fair Market Rent for the Extension Period, according to whichever of the applicable determinations is closer to the Fair Market Rent, as determined by the Arbitratorextended term. If Landlord and Tenant cannot agree on the Arbitrator in accordance with fair market rent of the foregoing, Landlord or Tenant may apply Premises for any extension period by the sixtieth (60th) day prior to the American Arbitration Association to appoint the Arbitrator in accordance with the aforementioned criteria. The Arbitrator shall have no discretion other than to select Landlord’s or Tenant’s determination first day of the Fair Market Rent as aforesaid. The costs first Lease Year of the Arbitrator shall be shared equally by Landlord and Tenantextended term, and each of then, Landlord and Tenant shall reasonably cooperate each select, within fifteen (15) days of such sixtieth (60th) day prior to the first day of the first Lease Year of the extended term, an appraiser who must be a qualified MAI appraiser with at least five (5) years experience appraising properties of similar type, use and location as the Arbitrator in providing documentation Premises to determine said “fair market rent.” If one party fails to so designate an appraiser within the time required, the determination of “fair market rent” of the one appraiser who has been designated by the other party within the time required shall be binding on both parties. The appraisers shall submit their determinations of fair market rental value to both parties within fifteen (15) business days after their selection. If the difference between the two determinations is ten percent (10%) or less of the higher appraisal, then the average between the determinations shall be the fair market rental value of the Premises. If said difference is greater than ten percent (10%), then the two appraisers shall within fifteen (15) days of the date the second determination is submitted to the parties designate a third appraiser who must also be a qualified MAI appraiser with at least five (5) years experience appraising properties of similar type, use and any other reasonable evidence regarding how location as the Premises that is unaffiliated with either party hereto and that has not been retained or engaged by either party within the five (5) years preceding such appointment. If the two appraisers are unable to agree upon the selection of a third appraiser, then either Landlord or Tenant shall be entitled to apply to the presiding judge of the Superior Court of the County of San Diego, California for the selection of a third appraiser who shall be selected from a list of names of experienced appraisers submitted by Landlord or from a list of names submitted by Tenant, as applicablethe case may be, arrived at unless both Landlord and Tenant submit lists of names, in which case the Court, in its determination sole discretion, shall select the third appraiser from the lists. The sole responsibility of the Fair Market Rentthird appraiser will be to determine which of the determinations made by the first two appraisers is most accurate. If The third appraiser shall have no right to propose a middle ground or any modification of either of the Renewal Period commences prior determinations made by the first two appraisers. The third appraiser’s choice shall be submitted to the final parties within fifteen (15) business days after his or her selection. Such determination shall bind both of the Fair Market Rent, Tenant parties and shall establish the fair market rental value of the Premises. Each party shall pay to Landlord equal shares of the monthly rate fees and expenses of the third appraiser. Fair market rent for the purposes of this Lease shall mean the then prevailing rent for buildings in effect immediately prior the Carlsbad, California life science market, of comparable size, quality and location to the commencement of demised Premises, and leased on terms comparable to the applicable Renewal Period, subject to adjustment upon resolution of such disputeterms contained in this Lease.

Fair Market Rent. Landlord will notify Tenant of its determination of the Fair Market Rent (consistent with the methodology reflected in Section 3.2, above) for the applicable Extension Period Term no later than ninety thirty (9030) days prior to the commencement date of the applicable after Tenant delivers an Extension PeriodNotice. If Txxxxx delivers written notice to Landlord within ten thirty (1030) business days after its receipt of Landlord's ’s determination of Fair Market Rent whereby Tenant disagrees with Landlord's determination of the Fair Market Rent, Tenant shall include in its notice Tenant’s determination of the Fair Market Rent, and Landlord and Tenant will diligently and in good-good fxxxx xxxxxx for a period of thirty (30) days thereafter (the “Negotiation Period”) in an attempt to agree on the Fair Market Rent. If In the event Landlord and Tenant are unable fail to agree reach an agreement on the Fair Market Rent during within such thirty (30)-day period, then the Negotiation Period, then, Fair Market Rent that will be used in computing Base Rent for the applicable Extension Term will be determined as follows: within five (5) business days after the expiration of such periodthe thirty (30)-day period described above, Landlord and Tenant shall jointly appoint will each select an independent arbitrator (the “Arbitrator”) who shall not have previously been employed by or otherwise worked appraiser with either Landlord or Tenant with experience in real estate activities, including at least ten (10) years’ experience serving as a broker, appraiser and/or attorney in leasing transactions involving commercial life sciences laboratory and research space the San Diego market. The two (2) appraisers will exchange their respective determinations of comparable size and Class A quality to the Premises (collectively, the “Qualifications”), which Arbitrator shall, within twenty (20) days following the Arbitrator’s appointment, determine and report in writing to Landlord and Tenant the by selecting either Landlord’s or Tenant’s determination of the Fair Market Rent for within ten (10) days after their selection, and if the Extension Period, according to whichever lower appraisal is not less than ninety-five percent (95%) of the applicable determinations is closer to higher appraisal, then the Fair Market Rent, as determined by the Arbitrator. If Landlord and Tenant cannot agree on the Arbitrator in accordance with the foregoing, Landlord or Tenant may apply to the American Arbitration Association to appoint the Arbitrator in accordance with the aforementioned criteria. The Arbitrator shall have no discretion other than to select Landlord’s or Tenant’s determination of the Fair Market Rent as aforesaid. The costs of the Arbitrator shall two (2) appraisals will be shared equally by Landlord and Tenantaveraged, and each of Landlord and Tenant shall reasonably cooperate with the Arbitrator in providing documentation and any other reasonable evidence regarding how Landlord or Tenant, as applicable, arrived at its determination of result will be the Fair Market Rent. If If, however, the Renewal Period commences prior two (2) appraisers are unable to agree on the final determination Fair Market Rent or the lower appraisal is less than ninety-five percent (95%) of the higher appraisal, they then will select a similarly-qualified third appraiser (the “Neutral Appraiser”). Within five (5) days after selection of the Neutral Appraiser, each of Landlord’s appraiser and Txxxxx’s appraiser will provide the Neutral Appraiser with their respective determinations of Fair Market Rent, Tenant and the Neutral Appraiser’s only role shall be to select, within fifteen (15) days thereafter, which of the two submitted determinations is closer to Fair Market Rent in such Neutral Appraiser’s discretion. Each party will pay to Landlord the monthly rate cost of its own appraiser and the parties will share the cost of the Neutral Appraiser equally. If the process described in effect immediately prior to this Section 3 has not resulted in a determination of Fair Market Rent by the commencement of the applicable Renewal PeriodExtension Term, subject then the existing Base Rent will be used until the appraiser(s) reach a decision, with an appropriate rental credit and other adjustments to adjustment upon resolution be made by the parties as necessary once the determination of such disputeFair Market Rent has been made.

Fair Market Rent. Landlord will notify Tenant of its determination of the Fair Market Rent (consistent with the methodology reflected above) for the applicable Extension Period no later than ninety (90) days prior to the commencement date of the applicable Extension Period. If Txxxxx Xxxxxx delivers written notice to Landlord within ten (10) business days after its receipt of Landlord's ’s determination of Fair Market Rent whereby Tenant disagrees with Landlord's ’s determination of the Fair Market Rent, Tenant shall include in its notice Tenant’s determination of the Fair Market Rent, and Landlord and Tenant will diligently and in good-fxxxx xxxxx xxxxxx for a period of thirty (30) days thereafter (the “Negotiation Period”) in an attempt to agree on the Fair Market Rent. If Landlord and Tenant are unable to agree on the Fair Market Rent during the Negotiation Period, then, within five (5) business days after the expiration of such period, Landlord and Tenant shall jointly appoint an independent arbitrator (the “Arbitrator”) who shall not have previously been employed by or otherwise worked with either Landlord or Tenant with experience in real estate activities, including at least ten (10) years’ experience serving as a broker, appraiser and/or attorney in leasing transactions involving commercial life sciences laboratory and research space of comparable size and Class A quality to the Premises (collectively, the “Qualifications”), which Arbitrator shall, within twenty (20) days following the Arbitrator’s appointment, determine and report in writing to Landlord and Tenant the by selecting either Landlord’s or Tenant’s determination of the Fair Market Rent for the Extension Period, according to whichever of the applicable determinations is closer to the Fair Market Rent, as determined by the Arbitrator. If Landlord and Tenant cannot agree on the Arbitrator in accordance with the foregoing, Landlord or Tenant may apply to the American Arbitration Association to appoint the Arbitrator in accordance with the aforementioned criteria. The Arbitrator shall have no discretion other than to select Landlord’s or Tenant’s determination of the Fair Market Rent as aforesaid. The costs of the Arbitrator shall be shared equally by Landlord and Tenant, and each of Landlord and Tenant shall reasonably cooperate with the Arbitrator in providing documentation and any other reasonable evidence regarding how Landlord or Tenant, as applicable, arrived at its determination of the Fair Market Rent. If the Renewal Period commences prior to the final determination of the Fair Market Rent, Tenant shall pay to Landlord the monthly rate in effect immediately prior to the commencement of the applicable Renewal Period, subject to adjustment upon resolution of such dispute.