Common use of First Option Clause in Contracts

First Option. Provided that Tenant is not in default under this Lease beyond any applicable notice and cure period, either at the time of exercise of Tenant's option or at the time the extended term commences, Tenant will have the option (the "First Option") to extend the term of this Lease beyond the initial 6 year, 2 month term (the "Initial Term") for an additional period of five (5) years (the "First Option Period"), upon the same terms, covenants and conditions of this Lease, except that the minimum monthly rent during the First Option Period will be determined as hereinafter set forth. In the event Tenant desires to exercise Tenant's First Option, Tenant shall, at least nine (9) months prior to the expiration of the Initial Term, so advise Landlord by an unequivocal written notice of such desire. Landlord shall, within thirty (30) days of receipt of such notice, advise Tenant in writing of the minimum monthly rent Landlord desires to charge for the First Option Period. Within thirty (30) days of Tenant's receipt of Landlord's notification, Tenant shall advise Landlord, in writing, of Tenant's election of one of the following: (i) Tenant's acceptance of Landlord's proposed rental provisions for the First Option Period (in which case Landlord and Tenant shall promptly enter into a Lease Extension Agreement incorporating Landlord's minimum monthly rental determination), or (ii) Tenant's desire to exercise the First Option, but with the minimum monthly rent for the First Option Period to be determined pursuant to subparagraph (C), below. In the event Tenant fails to notify Landlord of either option set forth in (i) and (ii), above, Tenant shall be deemed to have not exercised the First Option, and the Lease shall terminate at the expiration of the Initial Term. Unless otherwise agreed to by the parties in writing, Tenant's exercise of Tenant's option rights hereunder shall only be effective if it relates to all space being leased by Tenant at the time of such exercise.

First Option. Provided that Tenant is not in default under this Lease beyond any applicable notice and cure period, either at (a) Except for Transfers of Shares through the time of exercise of Tenant's option rights as a Tag-Along Shareholder with respect to any Tag-Along Sale made in accordance with Section 2.4 or Transfer of Shares pursuant to any Drag-Along Sale made in accordance with Article 3, no Individual Related Party shall Transfer any Shares, except as specifically permitted by this Section 2.7. If at any time any Individual Related Party (a “Selling Person”) desires to sell or otherwise dispose of for cash all or any part of the time Shares held by such Selling Person, and such Selling Person shall have received a bona fide arm’s-length written offer (the extended term commences“Bona Fide Offer”) for the purchase of such Shares for cash from any third party unaffiliated with such Selling Person (an “Outside Party”), Tenant will the Selling Person shall provide written notice (the “Sale Notice”) to each of (i) the Green Parties and (ii) the Company (each Green Party and the Company a “Potential Buyer”) setting forth such desire to sell or otherwise dispose of for value such Shares, which Sale Notice shall be accompanied by a copy of the original Bona Fide Offer and shall set forth at least the name and address of the Outside Party and the price and terms of such Bona Fide Offer. Upon the giving of such Sale Notice, each Potential Buyer shall, subject to the priorities set forth below, have the option (the "First “Purchase Option"”) to extend purchase all or, in the term case of this Lease beyond the initial 6 yearCompany, 2 month term such lesser portion as is possible in light of contractual limitations on distributions to the Company from its subsidiaries of the Shares specified in the Sale Notice, on the same terms and conditions as the Bona Fide Offer, including but not limited to the offer price for the Shares. The Purchase Option, in the case of a Green Party, shall be assignable at such Green Party’s sole discretion. Each Potential Buyer shall have thirty (30) days from receipt of the Sale Notice to provide written notice (the "Initial Term"“Acceptance Notice”) for to such Selling Person of its desire to exercise such Purchase Option. If more than one Potential Buyer shall deliver an additional period Acceptance Notice within such thirty (30) day period, the priority as among such Potential Buyers shall be first, the Green Parties who delivered an Acceptance Notice (pro rata based on the relative percentages of five the then outstanding Shares of the relevant class proposed to be transferred, then beneficially owned by such Green Parties), unless such Green Parties have mutually agreed to a different allocation, and second, the Company. (5b) years If a Potential Buyer or Potential Buyers, as applicable, elects to purchase Shares covered by the Bona Fide Offer on the terms and conditions set forth in the Sale Notice, the Potential Buyer(s) entitled to purchase such Shares (the "First Option Period"“Chosen Buyer(s), upon the same terms, covenants and conditions of this Lease, except that the minimum monthly rent during the First Option Period will ”) shall be determined as hereinafter in accordance with the priorities set forthforth above and such Chosen Buyer(s) shall be obligated to purchase, and such Selling Person shall be obligated to sell, such Shares at the price and terms specified in the Sale Notice. In the event Tenant desires to exercise Tenant's First Option, Tenant shall, at least nine (9) months prior to the expiration The closing of the Initial Term, so advise Landlord purchase by an unequivocal written notice the Chosen Buyer(s) shall be held at the principal offices of such desire. Landlord shall, the Chosen Buyer(s) on a business day within thirty (30) days of receipt of (or such noticenecessary longer period, advise Tenant if any, pending any necessary approval or non-objection by, or any filing with, any governmental or regulatory authority being sought in writing good faith by appropriate proceedings promptly initiated and diligently conducted) after the giving of the minimum monthly rent Landlord desires to charge for the First Option Period. Within thirty (30) days of Tenant's receipt of Landlord's notification, Tenant shall advise Landlord, in writing, of Tenant's election of one of the following: (i) Tenant's acceptance of Landlord's proposed rental provisions for the First Option Period (in which case Landlord and Tenant shall promptly enter into a Lease Extension Agreement incorporating Landlord's minimum monthly rental determination)relevant Acceptance Notices, or (ii) Tenant's desire to exercise the First Option, but with the minimum monthly rent for the First Option Period to at such other place and time as may be determined pursuant to subparagraph (C), below. In the event Tenant fails to notify Landlord of either option set forth in (i) and (ii), above, Tenant shall be deemed to have not exercised the First Option, and the Lease shall terminate at the expiration of the Initial Term. Unless otherwise mutually agreed to by the parties in writing, Tenant's exercise of Tenant's option rights hereunder shall only be effective if it relates Chosen Buyer(s) and the Selling Person. (c) If Acceptance Notices are not delivered within the periods specified above with respect to all space being leased of the Shares included in the Sale Notice, the Selling Person shall, upon compliance with the provisions of Section 2.3, have the right to sell to the Outside Party for cash all (but not less than all) of the Shares covered by Tenant the Sale Notice not taken up by one or more Potential Buyers, but only at the time price and upon terms and conditions no less favorable to the Selling Person than those contained in the Sale Notice, and only if such sale occurs on a date within ninety (90) days of the date after the Sale Notice; provided, however, that in the event the Selling Person has not so transferred all of such exerciseremaining Shares to the Outside Party within such ninety-day period, then such Shares thereafter shall continue to be subject to all of the restrictions contained in this Agreement.

First Option. Provided that Tenant is not in default under (a) No Executive Party shall Transfer any Shares except as specifically permitted by this Lease beyond Section 2.8. If at any applicable time any Executive Party (a "Selling Executive Party") desires to sell or otherwise dispose of for value all or any part of the Shares held by such Selling Executive Party, and such Selling Executive Party shall have received an irrevocable and unconditional bona fide arm's length written offer (the "Bona Fide Offer") for the purchase of such Shares for consideration consisting solely of cash from any third party unaffiliated with such Selling Executive Party (an "Outside Party"), the Selling Executive Party shall provide written notice (the "Sale Notice") to each of (i) Purchaser (together with its assigns, the "Purchaser Buyer") and cure period(ii) the Company (each of Purchaser Buyer and the Company a "Potential Buyer") setting forth such desire to sell or otherwise dispose of for value such Shares, either which Sale Notice shall be accompanied by a photocopy of the original Bona Fide Offer and shall set forth at least the time name and address of exercise the Outside Party and the price and terms of Tenant's option or at such Bona Fide Offer. Upon the time giving of such Sale Notice, each Potential Buyer shall, subject to the extended term commencespriorities set forth below, Tenant will have the option (the "First Option") to extend the term of this Lease beyond the initial 6 year, 2 month term which option (the "Initial Term") for an additional period of five (5) years (the "First Option PeriodPurchase Option"), upon in the case of Purchaser only, shall be assignable at Purchaser's sole discretion) to purchase all, but not less than all, of such Shares specified in the Sale Notice, on the same termsterms and conditions, covenants and conditions of this Lease, except that the minimum monthly rent during the First Option Period will be determined as hereinafter set forth. In the event Tenant desires to exercise Tenant's First Option, Tenant shall, at least nine (9) months prior including but not limited to the expiration offer price for the Shares, of the Initial Term, so advise Landlord by an unequivocal written notice of such desireBona Fide Offer. Landlord shall, within Each Potential Buyer shall have thirty (30) days of from receipt of the Sale Notice to provide written notice (the "Acceptance Notice") to such notice, advise Tenant in writing Selling Executive Party of the minimum monthly rent Landlord desires its desire to charge for the First Option Periodexercise such Purchase Option. Within If more than one Potential Buyer shall deliver an Acceptance Notice within such thirty (30) days of Tenant's receipt of Landlord's notificationday period, Tenant the priority as among the Potential Buyers to match the Bona Fide Offer and purchase such Shares shall advise Landlordbe, to the extent such Potential Buyers have delivered Acceptance Notices, first, the Purchaser Buyer and, second, the Company. If a Potential Buyer or Potential Buyers, as applicable, elects to purchase, in writingthe aggregate, of Tenant's election of one all of the following: Shares covered by the Bona Fide Offer on the terms and conditions set forth in the Sale Notice, the Potential Buyer(s) entitled to purchase such Shares (ithe "Chosen Buyer(s)") Tenant's acceptance shall be determined in accordance with the priorities set forth above and such Chosen Buyer(s) shall be obligated to purchase, and such Selling Executive Party shall be obligated to sell, such Shares at the price and terms specified in the Sale Notice. The closing of Landlord's proposed rental provisions for the First Option Period purchase by the Chosen Buyer(s) shall be held on a Business Day within sixty days (in which case Landlord and Tenant shall promptly enter into a Lease Extension Agreement incorporating Landlord's minimum monthly rental determination60) days after the giving of the relevant Acceptance Notice, at the principal offices of the Chosen Buyer(s), or (ii) Tenant's desire to exercise the First Option, but with the minimum monthly rent for the First Option Period to at such other time and place as may be determined pursuant to subparagraph (C), below. In the event Tenant fails to notify Landlord of either option set forth in (i) and (ii), above, Tenant shall be deemed to have not exercised the First Option, and the Lease shall terminate at the expiration of the Initial Term. Unless otherwise mutually agreed to by the parties in writingChosen Buyer(s) and the Selling Executive Party. If no Acceptance Notice(s) is (are) delivered within the periods specified above by one or more Potential Buyers, Tenant's exercise of Tenant's option rights hereunder shall only be effective if it relates as applicable, with respect to all space being leased (but not less than all) of the Shares included in the Sale Notice, the Selling Executive Party shall, upon compliance with the provisions of Section 2.3, have the right to consummate the sale of all (but not less than all) of the Shares covered by Tenant the Sale Notice to the Outside Party but only at the time price and upon terms and conditions no less favorable to the Selling Executive Party than those contained in the Sale Notice (provided that the purchase price must be payable solely in cash) and only if such sale occurs on a date within sixty (60) days of the date of the Sale Notice; provided, however, that in the event the Selling Executive Party has not so transferred all (but not less than all) of such exerciseShares to the Outside Party within such ninety-day period, then such Shares thereafter shall continue to be subject to all of the restrictions contained in this Agreement.

First Option. (a) Provided that Tenant is not in default under this Lease beyond any applicable notice and cure period, either at meets the time of exercise of Tenant's option or at the time the extended term commencesOption Criteria, Tenant will shall have the option right (herein called the "“First Option") to extend the term of this Lease beyond the initial 6 year, 2 month term (the "Initial Term") for an additional period of five (5) years (the "First Option Period"”), upon the same terms, covenants and conditions of this Lease, except that the minimum monthly rent during the First Option Period will to be determined as hereinafter set forth. In the event Tenant desires to exercise Tenant's First Option, Tenant shall, at least nine (9) months prior to the expiration of the Initial Term, so advise Landlord exercised by an unequivocal written notice of such desire. (herein called “Tenant’s First Election Notice”) given to Landlord shall, within not later than the date which is thirty (30) days after the date the First Option Designation Notice is sent by Landlord, to add to the Premises the First Option Premises designated by Landlord in such First Option Designation Notice upon the terms hereof and for a term to be co-terminus with the Term of receipt this Lease. Landlord shall send the First Option Designation Notice at least one hundred eighty (180), but not more than three hundred sixty-five (365), days prior to the First Option Premises Delivery Date. The First Option Premises shall be added to and included in the Premises on the date on which possession of the entirety of such noticeFirst Option Premises is delivered to Tenant vacant, advise Tenant in writing broom clean, free of all tenancies, occupancies, and third-party rights, with all of the minimum monthly rent Building Systems servicing the Accepted Offered Space up to the point of connection of localized distribution in good working order, and in its otherwise then “as is” condition (herein called the “First Option Space Inclusion Date.” Landlord desires shall have no obligation to charge remove improvements made to the First Option Space prior to delivery to Tenant, whether or not made by Landlord, nor shall Landlord have any obligation to prepare the First Option Space for Tenant’s occupancy; and any work necessary to connect the First Option Space to the balance of the Premises shall be Tenant’s responsibility at Tenant’s sole cost and expense. Landlord shall cause the First Option Space Inclusion Date to occur on or prior to the First Option Premises Delivery Date. If the First Option Space Inclusion Date does not occur by the First Option Premises Delivery Date as a result of the holding over of the prior tenant or for any other reason (other than Landlord’s willful refusal to deliver possession thereof to Tenant after such space has been vacated by the prior tenant thereof), Landlord shall not be subject to any liability whatsoever for such failure or inability to deliver possession, and the exercise of the First Option shall remain effective, but the date upon which Fixed Rent and Additional Rent shall commence with respect to such First Option Premises (the “First Option Space Rent Commencement Date”) shall not occur until the date on which the same is actually delivered to Tenant. Landlord will use reasonable efforts to cause the prior tenant to vacate such space on or before the expiration or termination of its lease without holding over (and, if applicable, to minimize the duration of any holding over) including, without limitation, promptly commencing summary dispossess proceedings or reaching an agreement with the existing tenant or occupant which includes a Stipulation of Settlement and a Warrant of Eviction (with a date for such tenant or occupant, as applicable, to vacate that is no later than ninety (90) days following the expiration date of its lease or occupancy agreement). In the event of such holdover, Landlord shall also have the right at any time to substitute comparable space for the First Option PeriodSpace. Within thirty Notwithstanding anything to the contrary set forth in this Lease, (30i) days if the First Option Inclusion Date does not occur by the First Option Premises Delivery Date and substitute comparable space has not been offered to Tenant, Landlord shall pay Tenant any and all holdover payments made by any occupant or tenant of Tenant's receipt the First Option Premises or portion thereof, which is in excess of Landlord's notificationthe Fixed Rent and Additional Rent that Tenant would have paid for such First Option Premises, or portion thereof; and (ii) unless Landlord shall offer Tenant space elsewhere in the Building substantially similar to the First Option Premises, then if the First Option Inclusion Date does not occur by the date that is the twelve (12) months following the First Option Premises Delivery Date, Tenant shall advise Landlordhave the option to rescind the First Election Notice by giving notice to Landlord thereof, in writing, of Tenant's election of one of the following: (i) Tenant's acceptance of Landlord's proposed rental provisions for which event the First Option Period (in which case Landlord and Tenant shall promptly enter into a Lease Extension Agreement incorporating Landlord's minimum monthly rental determination), or (ii) Tenant's desire to exercise the First Option, but with the minimum monthly rent for the First Option Period to be determined pursuant to subparagraph (C), below. In the event Tenant fails to notify Landlord of either option set forth in (i) and (ii), above, Tenant Premises shall be deemed not to have not exercised the First Option, and the Lease shall terminate at the expiration of the Initial Term. Unless otherwise agreed to by the parties in writing, Tenant's exercise of Tenant's option rights hereunder shall only be effective if it relates to all space being leased by Tenant at the time of such exercisebeen delivered as required hereunder.

First Option. Provided that Tenant is not Helsinn hereby grants Exelixis the exclusive option to obtain an exclusive license to distribute, promote, market, use, import, offer for sale and/or sell Products in default under this Lease beyond any applicable notice and cure period, either at the time of exercise of Tenant's option or at North American Territory in the time the extended term commences, Tenant will have the option Option Field (the "“First Option"”). Upon the occurrence of any of the following triggering events: (i) Exelixis’ receipt of Helsinn’s written solicitation to extend exercise the term First Option; (ii) Helsinn’s receipt of this Lease beyond Exelixis’ written request; or (iii) Helsinn’s providing Exelixis with the initial 6 yearFinal Report, 2 month term (Helsinn shall promptly provide to Exelixis under confidentiality such information and data that may be relevant to Exelixis’ evaluation of whether it wishes to acquire such a license and that Helsinn usually discloses to potential partners licensees and distributors. Exelixis may exercise the "Initial Term") for an additional period of five (5) years (the "First Option Period"), upon the same terms, covenants and conditions of this Lease, except that the minimum monthly rent by written notification to Helsinn at any time during the First Option Period will be determined as hereinafter set forthExercise Period. In the event Tenant desires to exercise Tenant's First Option, Tenant shall, at least nine (9) months prior to the expiration of the Initial Term, so advise Landlord by an unequivocal written notice of such desire. Landlord shall, within thirty (30) days of Commencing upon Helsinn’s receipt of such notice, advise Tenant in writing of the minimum monthly rent Landlord desires to charge for the First Option Period. Within thirty (30) days of Tenant's notification or upon Exelixis’ receipt of Landlord's notification, Tenant shall advise Landlord, in writing, of Tenant's election of one of the following: (i) Tenant's acceptance of Landlord's proposed rental provisions for the First Option Period (in which case Landlord and Tenant shall promptly enter into a Lease Extension Agreement incorporating Landlord's minimum monthly rental determination), or (ii) Tenant's desire Helsinn’s written solicitation to Exelixis to exercise the First Option, but with the minimum monthly rent Parties shall negotiate on an exclusive basis in good faith for [ * ] days (the “First Option Negotiation Period”) to reach agreement on the commercially reasonable terms and conditions of an agreement for the distribution, promotion, marketing, use, [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. importation, offer for sale and/or sale of Products by Exelixis in the North American Territory in the Option Field. If Exelixis fails to exercise the First Option during the First Option Exercise Period, or if the Parties fail to execute an agreement within the First Option Negotiation Period or any mutually agreed extension thereof, then Helsinn shall be free thereafter to directly distribute, promote, market, use, import and sell the Products in the North American Territory and/or, subject to Section 2.4.2, to discuss, negotiate and enter into an agreement with a Third Party for the distribution, promotion, marketing, use, importation, offer for sale and/or sale of Products in the North American Territory in the Option Field. If the Parties enter into an agreement for the license described in this Section 2.4.1, the Parties acknowledge and agree that Exelixis shall not [ * ] but, with Helsinn’s prior written consent (which shall not be determined pursuant to subparagraph (Cunreasonably withheld or delayed), below. In the event Tenant fails to notify Landlord of either option set forth in (i) and (ii), above, Tenant shall be deemed to have not exercised the First Option, and the Lease shall terminate at the expiration of the Initial Term. Unless otherwise agreed to by the parties in writing, Tenant's exercise of Tenant's option rights hereunder shall only be effective if it relates to all space being leased by Tenant at the time of such exerciseExelixis may [ * ].

First Option. Provided that (i) During the Term of Part 1, Tenant is not in default hereby granted the option to lease any space above the 13th floor of the Building that becomes available upon the expiration or termination of any lease to any third-party Tenant ("OFFERED SPACE"). Tenant's rights to any Offered Space under this Lease beyond Paragraph 32.D. shall, however, be subject and subordinate to the expansion rights and 30-day first option right of IBT under IBT's lease with Landlord as it exists on the date hereof for floors that are up to and including the 18th floor and 3,198 square feet of Rentable Area on the 19th floor as shown on Exhibit Q (unless as of the Commencement Date Tenant shall have elected to lease all of the Part 4 space in which event IBT's priority shall exist only below the 18th floor.) Landlord shall keep Tenant fully advised in a timely manner as to the availability or likely availability of space giving rise to rights in Tenant under this Paragraph 32.D. and as to IBT's actions with respect to IBT's option and expansion rights in the Building. (ii) Tenant's option right under this Paragraph 32.D. shall consist of a right to receive an offer to lease any applicable notice and cure periodspace in the Building located above the 13th floor other than Landlord's initial lease of such space. As respects Offered Space where IBT has a priority right to receive a first offer, either at the time of periods for the commencement and exercise of Tenant's option or at rights under this Paragraph 32.D. shall commence with the time expiration of IBT's 30-day first offer right. Landlord shall give Tenant written notice of the extended availability of such space and the then available Base Rent for a term commences, Tenant will have the option (the "First Option") to extend the term of this Lease beyond the initial 6 year, 2 month term (the "Initial Term") for an additional period of not less than five (5) years nor exceeding fifteen (15) years ending on the "First Option Period"), upon day prior to the same next occurring commencement date of an Extension Term and otherwise on the terms, covenants and conditions of contained in this Lease, except that the minimum monthly rent during the First Option Period will be determined as hereinafter set forth. In the event Tenant desires to exercise Tenant's First Option, Tenant shall, at least nine (9) months prior to the expiration of the Initial Term, so advise Landlord by an unequivocal written notice shall have 30 days after receipt of such desirenotice to accept or reject the Offered Space. If Tenant does not elect to lease such Offered Space within such thirty (30) day period, then Landlord shallmay, within for a period of two hundred seventy (270) days after such thirty (30) day option period, lease such space to other parties upon terms no less favorable to Landlord than those offered to Tenant. During such 270 day period Landlord may change its terms for the leasing of any Offered Space and re-offer such space to Tenant for thirty (30) days of receipt of in the same fashion as if Landlord were initially submitting the offer for such notice, advise space to Tenant in writing under this Paragraph 32.D. Landlord may vary the length of the minimum monthly rent term of the lease of any Offered Space and Landlord desires to charge for may vary the First Option Period. Within thirty (30) days economic elements of Tenant's receipt an offer of any such space so that Landlord's notification, Tenant shall advise Landlord, in writing, of Tenant's election of one of offer has substantially equivalent economic effect and the following: (i) Tenant's acceptance of Landlord's proposed rental provisions for the First Option Period (in which case Landlord and Tenant shall promptly enter into a Lease Extension Agreement incorporating Landlord's minimum monthly rental determination), or (ii) Tenant's desire to exercise the First Option, but with the minimum monthly rent for the First Option Period to be determined pursuant to subparagraph (C), below. In the event Tenant fails to notify Landlord of either option set forth in (i) and (ii), above, Tenant offer shall be deemed to have be substantially similar to that made available to Tenant. (iii) Landlord shall not exercised the First Option, and the Lease shall terminate at the expiration of the Initial Term. Unless otherwise agreed lease any Offered Space upon lease terms that are less favorable to by the parties Landlord than those offered to Tenant without first notifying Tenant in writing, Tenant's exercise of Tenant's option rights hereunder shall only be effective if it relates to all space being leased by Tenant at the time . Upon receipt of such exercisea notice, Tenant shall have the right for seven (7) business days after the receipt of any such notice to lease the Offered Space on such new terms, subject to adjustment of such terms to otherwise conform to this Lease and reflect the equivalent economic effect on the offer as so adjusted.