Second Option. If Tenant exercises the First Option, Landlord grants Tenant an additional option (the "Second Option") to extend the term of the Lease for one (1) additional term of five (5) years (the "Second Option Term"). The Second Option applies only to the Premises and is on the following conditions:
Second Option. Contemporaneously with the delivery of the Option Exercise Notice for the second Option Target, Novartis will provide an Option Selection Notice to Surface indicating whether the Option for the second Option Target will be a Regional Option or a Global Option or whether Novartis will terminate its rights to such Option Target in accordance with Section 4.2.7. Notwithstanding the foregoing, Novartis, in its sole discretion, may indicate that Novartis elects to defer its right to select the Option structure until the third Option Target achieves an IND Acceptance in accordance with Section 4.2.3.3 and instead permit Surface to issue an Option Selection Notice to Novartis for the second Option Target (the “Novartis Deferral Notice”). In the event that Novartis issues the Novartis Deferral Notice, Surface will provide an Option Selection Notice to Novartis within [***] after receipt of the Novartis Deferral Notice indicating whether the Option for the second Option Target will be a Regional Option or a Global Option.
Second Option. Lessor hereby grants to Lessee the option to extend the term of this Lease for a five (5) year period commencing on the date the First Option Period expires (the "Second Option Period") upon each and all of the following terms and conditions:
Second Option. Provided that TENANT is not in default, TENANT shall be entitled to exercise a second option to extend the term of this Lease for a period of nine (9) years and eleven (11) months beginning upon the expiration of the Option Term. TENANT shall automatically exercise its option, unless it provides LANDLORD with written notice of its intention not to exercise the option not less than two hundred seventy (270) days prior to the expiration of the Option Term. In the event that TENANT exercises said option, TENANT shall pay to LANDLORD a guaranteed Annual Minimum Rent (“Fixed Minimum Rent”). The amount of the Fixed Minimum Rent shall be determined as follows: Between two hundred seventy (270) and two hundred forty (240) days prior to the expiration of the Option Term, LANDLORD shall submit to TENANT in writing a statement of what it considers to be the Fair Rental Value the Leased Premises for the first sixty (60) months of the second Option Term and for the last fifty-nine (59) months of the second Option Term. In the event TENANT does not object to same in writing within fifteen (15) days after receipt of LANDLORD’S statement, the amounts set forth shall become the Fixed Minimum Rental during the second Option Term. If the TENANT objects to the Fair Rental Value established by LANDLORD in writing within the time period set forth above, then the parties shall each appoint an appraiser, competent in the field of commercial real estate, which appraisers shall then appoint a third independent appraiser, competent in the field of commercial real estate. The three appraisers shall then together determine a Fair Rental Value of the Leased Premises for the second Option Term. In the event of a disagreement between the three, a majority decision shall be binding. The cost of such appraisers shall be split equally between both parties and the appraisers’ determination shall be final and unappealable, subject to the conditions below. In no event shall the Fixed Minimum Rental for the second Option Term be less than Nineteen Thousand Ten ($19,010.94) Dollars and ninety-four cents per month. After the Fair Rental Value for the Second Option Term is established, TENANT shall have ten (10) days to deliver a written objection to the Fair Rental Value as determined by the appraisers to LANDLORD. If TENANT fails to make such a written objection, the Fair Rental Value determined by the appraisers shall control. If TENANT objects to the Fair Rental Value, said objection shall ope...
Second Option. Subject to approval by the Board, as soon as ------------- administratively practicable following the Effective Date, Executive shall be granted a stock option to purchase 250,000 shares of the Company's Common Stock at an exercise price equal to the fair market value of such common stock on the date of grant (the "Second Option"). The First Option together with the Second Option shall each be referred to as an "Option" and collectively as the "Options." The Second Option shall vest as to 100% of the shares subject to such Option five (5) years following its date of grant. Notwithstanding the foregoing, if within six (6) months following the Effective Date the Board approves the Executive's business plan for the Company (prepared jointly by the CEO, COO and CFO), which such approval shall not be unreasonably withheld, the Second Option shall vest as to 25% of the shares subject to such Option eighteen (18) months following the Effective Date, and as to 1/48th of the shares subject to such Option monthly thereafter, so that the Second Option will be fully vested and exercisable fifty-four (54) months from the Effective Date, subject to Executive's continued service to the Company on the relevant vesting dates. The Second Option will be subject to the terms, definitions and provisions of the Option Plan and the stock option agreement to be executed by Executive and the Company (the "Second Option Agreement"), both of which documents are to be approved by the Board and will be at that time incorporated herein by reference. The First Option Agreement together with the Second Option Agreement shall each be referred to as the "Option Agreement" or collectively as the "Option Agreements."
Second Option. In further consideration for the exercise of the Second Option, ROCHE shall pay to ENS the following amounts in accordance with and at the times set out as follows. Milestones (US$) Phase III Initiation * *** NDA Filing of first indication in US * *** NDA Filing of first indication in EU * *** NDA Filing of first indication in Japan * *** First Commercial Sale in US * *** First Commercial Sale in EU * *** First Commercial Sale in Japan * *** First time annual Net Sales exceed US$**** * *** First time annual Net Sales exceed US$**** * ***
Second Option. In further consideration for the exercise of the Second Option, ROCHE shall pay to ENS royalties on Net Sales of Product calculated separately in respect of each band of income in each calendar year at the rate of royalty set out opposite the relevant band in the table below. Royalties Royalties on Net Sales below **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales above **** * ***
Second Option. The Partnership shall have an additional sixty (60) days after the expiration of the two option periods set forth in Section 9.5 to elect to purchase all or part of the interest in the Partnership of the Transferor Partner not purchased pursuant to the First Option, at the Offer Price or, if there is no Written Offer, at the Transfer Price. The interest in the Partnership so purchased from a Transferor Partner, including the related Partnership Percentage and Capital Account, shall be allocated among all of the then remaining Partners, who shall succeed to such interest as an interest of the same class held by such remaining Partners. In the event a Transferor Partner has given notice of his intention to sell his entire interest in the Partnership without a Written Offer, it being the Transferor Partner's intention to withdraw from the Partnership, the exercise of the Second Option shall be mandatory with respect to any portion of the Transferor Partner's interest in the Partnership not purchased pursuant to the First Option, and the Partnership shall exercise its Second Option with respect to any portion of the Transferor Partner's interest in the Partnership not purchased pursuant to the First Option.
Second Option. If GSK’s Development Election is exercised for a Refused Candidate during the Second Option Period for such Refused Candidate pursuant to Sections 4.3.1(c) or 4.3.2(a), the Product Acceptance Milestone(s) to be paid to EXEL shall be [ * ], which shall be determined [ * ] and shall be paid within [ * ] of the delivery of notice to EXEL regarding such exercise (subject to Section 14.6).
Second Option. Following the Closing Date, and subject to the approval of the Board, the Committee or the Delegate, as applicable, the Company shall grant Executive a stock option with a grant date fair value of $4,000,000 (the “Second Option”). The Second Option shall be granted as soon as reasonably practicable after the Closing Date. The exercise price per share will be equal to the fair market value per share on the date the Second Option is granted, as determined by the Board in good faith. There is no guarantee that the Internal Revenue Service will agree with this value. Executive should consult with Executive’s own tax advisor concerning the tax risks associated with accepting an option to purchase a share of the Company’s common stock. The term of the Second Option shall be ten (10) years, subject to earlier expiration in the event of the termination of Executive’s services to the Company. Subject to any vesting acceleration rights Executive may have, the Second Option will vest on a monthly basis over a 4-year period, subject to Executive continuing to provide services to the Company through each vesting date. The Second Option will be subject to the terms, definitions and provisions of the Company’s then-current equity incentive plan (the “Equity Plan”) and the stock option agreement by and between Executive and the Company evidencing the grant of the Second Option, which Executive will be required to sign, both of which documents are incorporated herein by reference.
