Option Procedure Clause Samples

Option Procedure. With respect to each Product in clinical development in the U.S., Astellas shall determine in good faith the projected date of the NDA Filing for the first NDA covering such Product in the U.S., and shall inform Ambit of such date and shall keep Ambit fully apprised at JSC meetings of any changes in such projected date, so that Ambit has reasonable advance notice of the estimated date that NDA Filing will occur with respect to the Product. To exercise the Co-Promotion Option with respect to a particular Product, Ambit shall notify Astellas in writing of such exercise, which notice may be given at any time provided that such notice must be given no later than […***…] for such Product (such date, the “Required Exercise Date”). If Ambit exercises the Co-Promotion Option for a particular Product, such Product shall then be a “Co-Promoted Product” during the applicable Co-Promotion Term, and Astellas and Ambit will expeditiously negotiate in good faith and execute a definitive co-promotion agreement governing the Parties’ Co-Promotion activities for such Co-Promoted Product […***…] (the “Co-Promotion Agreement”). Such Co-Promotion Agreement shall include terms consistent with the terms set forth in Exhibit D of this Agreement and such other commercially reasonable terms as are typical for similar co-promotion agreements. If the Parties are not able to complete and enter into such Co-Promotion Agreement within such period, then either Party may compel the Co-Promotion Agreement to be established by “baseball arbitration” under the provisions of Exhibit E of this Agreement.

Option Procedure. Tenant shall have the one-time option (the “Option”) with respect to each of the 9th Floor Option Space and the 8th Floor Option Space to lease the Applicable Option Space for a term (the “Option Term”) commencing on the Option Space Commencement Date and expiring on the Expiration Date by giving notice thereof (the “Option Response Notice”) to Landlord not later than the fifteenth (15th) Business Day after the date that Landlord gives the Option Notice to Tenant. Time shall be of the essence as to the date by which Tenant must give the Option Response Notice to Landlord to exercise the Option. If Tenant does not give the Option Response Notice to Landlord on or prior to the fifteenth (15th) Business Day after the date that Landlord gives the Option Notice to Tenant, then Landlord shall thereafter have the right to lease the Applicable Option Space (or any part thereof) to any other Person on terms acceptable to Landlord in Landlord’s sole discretion without being required to make any other offer to Tenant regarding the Applicable Option Space under this Article 18 (and, accordingly, such Applicable Option Space shall not thereafter constitute Option Space). Tenant shall not have the right to revoke an Option Response Notice given to Landlord pursuant to this Article 18.

Option Procedure. (a) If the Corporation seeks to exercise any option to expand its leasehold in accordance with the options described in Section 3.6 of this GCEP Lease, the Corporation shall provide sixty (60) days’ notice thereof to the Department. The Department will review the Corporation’s request and upon the Department’s consent, which shall not be unreasonably withheld, Exhibits A and B, as the case may be, will be amended to reflect the change. Examples of when the Department may reasonably withhold its consent to expand the leasehold include, but are not limited to: (1) the Department or its contractors have an ongoing or future programmatic need for the property; (2) the proposed expansion conflicts with the Department’s plans for Decontamination and Decommissioning or the Demolition of the other facilities, buildings, or areas at PORTS; (3) the proposed expansion would require the expenditure of Department funding or increase the Department’s Decontamination and Decommissioning or its Demolition costs; or (4) the proposed expansion would adversely affect the Department’s on-going or future plans, programs, or operations and such adverse effect cannot be mitigated at the Corporation’s expense. (b) In the event the Department intends to dispose of real property at PORTS, then, in accordance with Section 3.6, the Corporation shall have ninety (90) days after receipt of notice from the Department to exercise its option to expand the scope of the GCEP Lease to include such property. In the event the Corporation fails to exercise its option within such ninety (90) day period then such property will be added to the Released Facilities and Equipment List.

Option Procedure. The following procedure shall be followed with respect to any Renewal Option: (i) If after exercising a Renewal Option and before the commencement of the five-year renewal term of Lease ("Renewal Term"), Tenant is in material default under this Lease, Landlord (without prejudice to any of its other rights and remedies) may, at Landlord's option, nullify such Renewal Option by exercise of its right to terminate this Lease. Tenant shall exercise a Renewal Option by written notice to Landlord not later than twelve (12) months prior to the expiration of the initial Term ("Option Expiration Date"). Exercise of the Renewal Option shall not be valid if this Lease shall otherwise have terminated 36. on or before the exercise of the Renewal Option. Also, any Renewal Option must be exercised as to the entirety of the Premises, and the second Renewal Option expires and is invalid if the first Renewal Option has not been duly executed and Tenant is not in possession of the Premises at the conclusion of first Renewal Term.

Option Procedure. The following procedures shall govern the sale of the Premises by City to Developer in the event Developer exercises its Purchase Option as set forth in Section of the Amended and Restated Development Agreement and Contract for the Sale of Land (the “Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Agreement.