Common use of Procedure for Offer Clause in Contracts

Procedure for Offer. Subject to the foregoing provisions of this Section 10.2 regarding the existing leases and the Superior Rights, Landlord shall notify Tenant (the “First Offer Notice”) from time to time (x) when Landlord receives a proposal or request for proposal for First Offer Space that Landlord would seriously consider and intends to commence negotiations with a third party, where no holder of a Superior Right desires to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”). The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); provided, however, that (i) the term for Tenant’s lease of the First Offer Space shall expire co-terminously with Tenant’s lease of the Premises, (ii) the date upon which Tenant’s monetary obligations for the First Offer Space commence shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession of the First Offer Space to Tenant, and Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original Lease pertaining to Alterations. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply (A) during the last ten (10) months of the Extended Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) of the Original Lease, or (B) during the last six (6) months of the Extended Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original Lease.

Procedure for Offer. Subject to the foregoing provisions of this Section 10.2 regarding the existing leases and the Superior Rights, Landlord shall notify Tenant (the “First Offer Notice”) from time to time (x) when Landlord receives a proposal or request for proposal for determines that Landlord shall commence the marketing of any First Offer Space that Landlord would seriously consider and intends because such space shall become available for lease to commence negotiations with a third partyparties, where no holder of a Superior Right desires to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”). The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); provided, including the proposed term of lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, however, that if the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms (“Agreed Terms”) shall apply: (i) as to First Offer Space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term for of Tenant’s lease of such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall expire co-terminously with Tenant’s lease of the Premises, within ten (ii10) the date upon which Tenant’s monetary obligations for the days thereafter deliver a First Offer Space commence shall be the earlier of (A) the date upon which Notice to Tenant commences business operations from the First Offer Spacewith respect to any such then available space. In addition, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession of the First Offer Space to Tenant, and Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original Lease pertaining to Alterations. Notwithstanding notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply (A) during the last ten twelve (1012) months of the Extended Term or first Option initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) of above nor shall Landlord be obligated to deliver the Original Lease, or (B) First Offer Notice during the last six eight (6) 8) months of the Extended Term or first Option initial Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original Leaseabove.

Procedure for Offer. Subject to the foregoing provisions of this Section 10.2 regarding the existing leases and the Superior Rights, Landlord shall notify Tenant (the “"First Offer Notice”") from time to time (x) when Landlord receives a proposal or request for proposal for determines, in Landlord's sole and absolute discretion, that Landlord shall commence the marketing of the First Offer Space that Landlord would seriously consider and intends (or any portion thereof) because such space shall become or is expected to commence negotiations with a become available for lease to third party, where no holder of a Superior Right desires to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”)parties. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof (which rentable and usable squire feet shall be calculated by Landlord pursuant to the BOMA Standard) and shall set forth Landlord’s proposed Market Rent for the space and all other proposed material economic terms and conditions applicable to Tenant’s 's lease of such space space, which terms and conditions shall, except as otherwise provided herein, be the same terms and conditions set forth in this Lease as applicable to the original Premises, including the Tenant Work Letter attached hereto, except for the Tenant Improvement Allowance provided to Tenant (collectivelywhich shall be as provided in Section 15.4 below). Accordingly, the “Economic Terms”); providedbase rent payable by Tenant for any such First Offer Space shall be equal to the Base Rent, howeveron a per rentable square foot basis, then payable by Tenant for the initial Premises then leased by Tenant under this Lease (including the abatement pursuant to Article 3 below but only if and during the period that (i) the term for Tenant’s 's lease of the First Offer Space shall expire co-terminously with Tenant’s lease occurs during the Base Rent Abatement Period described in Article 3 below), subject to increase as provided in the But Rent schedule set forth in Section 8 of the PremisesSummary). The Expense Base Year, (ii) the date upon which Tax Expense Base Year and Utilities Base Year pertaining to Tenant’s monetary obligations for the 's leasing of any such First Offer Space commence shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession of the First Offer Space to Tenant, and Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original Lease pertaining to AlterationsCalendar Year 2004. Notwithstanding the foregoing, Landlord’s 's obligation to deliver the First Offer Notice shall not apply (Ai) during the last ten (10) [***] months of the Extended Term or first Option Term initial Lease Tetra unless Tenant has delivered an Interest the First Option Exercise Notice pertaining to Landlord extension of the initial Least Term pursuant to Section 31(c) of the Original LeaseExtension Rider, or (Bii) during the last six (6) [***] months of the Extended Term or first Option Term (if applicable) unless Tenant has timely delivered Tenant’s Acceptance the Second Option Exercise Notice (as defined in the Extension Rider attached hereto) pertaining to Landlord the extension of the first Option Term (if applicable) pursuant to Section 31(c) of the Original LeaseExtension Rider.

Procedure for Offer. Subject to the foregoing provisions of this Section 10.2 regarding the existing leases and the Superior Rights, Landlord shall notify Tenant (the “First Offer Notice”) from time to time (x) when Landlord receives a proposal or request for proposal for determines that Landlord shall commence the marketing of any First Offer Space that Landlord would seriously consider and intends because such space shall become available for lease to commence negotiations with a third partyparties, where no holder of a Superior Right desires to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”). The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); provided, however, that (i) including the proposed term for Tenant’s of lease of and the First Offer Space shall expire co-terminously with Tenant’s lease of the Premises, (ii) the date upon which Tenant’s monetary obligations proposed rent payable for the First Offer Space commence shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession of the First Offer Space to Tenant, and Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original Lease pertaining to Alterations. Notwithstanding the foregoing, Landlord▇▇▇▇▇▇▇▇’s obligation to deliver the First Offer Notice shall not apply (A) during the last ten nine (109) months of the Extended Term or first Option initial Term unless Tenant has delivered an Interest Option Notice to Landlord pursuant to Section 31(c2.2.2 below. (i) the initial annual Base Rent shall be [***] per rentable square foot with [***] annual increases, (ii) Tenant shall receive a prorated improvement allowance in an amount equal to the product of (i) [***], and (ii) a fraction (the “Proration Fraction”), the numerator of which is equal to the number of full calendar months remaining in the initial Lease Term as of commencement of the term of the First Offer Space and the denominator of which equals one hundred twenty eight (128), (iii) Tenant shall be entitled to abated Phase Two Base Rent for such First Offer Space for those remaining months during the Lease Term which Tenant is entitled to Base Rent abatement for the Phase Two Premises (but Tenant shall not be entitled to Discount Rent), and (iv) the Termination Dates pertaining to the First Termination Option, Second Termination Option and Third Termination Option shall be deemed extended by twenty-four (24) months for each exercised right of first offer. Notwithstanding anything above to the contrary, in the event Tenant exercises a right of first offer during months thirty (30) through and including month forty-eight (48) of the Original LeaseLease Term, then the Economic Terms of any such first offer space shall be the fair market value for any such First Offer Space based upon comparable space in Class A buildings in the downtown Phoenix area (“Comparable Buildings”) (taking into consideration all standard market concessions such as, rent credits and improvement allowances) based upon ▇▇▇▇▇▇▇▇’s good faith and commercially reasonable determination; provided, however that the Termination Date pertaining to the First Termination Option and the Second Termination Option shall each be deemed extended (or further extended in the event such date were extended as provided above) by forty-eight (B48) during months and the last Termination Dates for the Third Termination Option shall be deemed extended (or further extended in the event such date was extended as provided above) by thirty-six (636) months of the Extended Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original Leasemonths.

Procedure for Offer. Subject to the foregoing provisions of this Section 10.2 regarding the existing leases and the Superior Rights, Landlord shall notify Tenant (the “First Offer Notice”) from time to time (x) when Landlord receives a proposal or request for proposal for determines that Landlord shall commence the marketing of any First Offer Space that Landlord would seriously consider and intends because such space shall become available for lease to commence negotiations with a third partyparties, where no holder of a Superior Right desires to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”). The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); provided, howeverincluding the proposed term of lease, the proposed rent payable for the First Offer Space and the proposed improvement allowances (if any). In the event that (i) the First Offer Space consists of a proposed new building on the Property, the First Offer Notice shall include Landlord’s development plans for the new building, a construction schedule, site plans, space plans and rental rates. Notwithstanding the foregoing, the term for of Tenant’s lease of the First Offer Space shall expire be co-terminously terminous with the term of Tenant’s lease of the original Premises, (ii) the date upon which Tenant. Landlord’s monetary obligations for obligation to deliver the First Offer Space commence Notice shall be apply during the earlier of last twenty-four (A24) the date upon which Tenant commences business operations from the First Offer Space, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession months of the First Offer Space initial Term provided that if Tenant desires to Tenantexercise its first offer right during the last twenty-four (24) months of the initial Term, and Tenant shall be entitled concurrently deliver to renovate Landlord the leasehold improvements “Option Exercise Notice,” as defined in the First Offer Space in accordance with, and subject to, the provisions of the Original Lease pertaining to AlterationsSection 2.2.3 below. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply (A) during the last ten twelve (1012) months of the Extended Lease Term or first if Tenant fails to deliver the Option Term unless Tenant has delivered an Interest Exercise Notice; and Landlord’s obligation to deliver the First Offer Notice to Landlord pursuant to Section 31(c) of the Original Lease, or (B) shall not apply during the last six twenty-four (624) months of the Extended Term or first “Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original LeaseTerm”.

Procedure for Offer. Subject to the foregoing provisions terms of this Section 10.2 regarding the existing leases and the Superior Rights9, Landlord shall notify Tenant (the “"First Offer Notice”") from time to time (x) when Landlord receives a proposal or request for proposal for the First Offer Space that Landlord would seriously consider and intends or any portion thereof will become available for lease to commence negotiations with a third partyparties, where no holder subject to the rights of a any Superior Right desires Holder. Pursuant to such First Offer Notice, Landlord shall offer to lease such space, or (y) within ten (10) business days following written request by to Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”)the then available First Offer Space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space and all other proposed material economic terms and conditions applicable to Tenant’s lease of , when such space (collectivelywill become available to lease, the “Economic Terms”); provided, however, that (i) the lease term for Tenant’s lease of the First Offer Space shall expire co-terminously with Tenant’s lease of the Premises, (ii) the date upon which Tenant’s monetary obligations for the First Offer Space commence (which shall be the earlier of (Ai) the date upon which Tenant commences business operations from the First Offer Space, or not less than four (B4) the date which is one hundred fifty (150) days after the date Landlord delivers possession of years if the First Offer Space being offered to Tenant in the First Offer Notice is less than a full floor, (ii) not less than seven (7) years if the First Offer Space being offered to Tenant in the First Offer Notice is a full floor, and (iii) not less than ten (10) years if the First Offer Space being offered to Tenant is greater than a full floor), the base rent, the increased financial security (if any) required by Landlord, and other fundamental material economic terms upon which Landlord is willing to lease such space to Tenant. With respect to any First Offer Space located in the Lakeview Building or Plaza Building only, with a lease commencement date scheduled to occur prior to July 1, 2017, (a) the Monthly Base Rent, payable by Tenant for such First Offer Space shall be equal to the same Monthly Base Rent, calculated on a per rentable square foot basis, then applicable to the Current Premises, and shall be subject to the same increases on the same dates as the Monthly Base Rent applicable to the Current Premises, and (b) Tenant shall be entitled to renovate a one-time tenant improvement allowance for the leasehold designing and construction of improvements in that are permanently affixed to the First Offer Space (the "First Offer Allowance") in accordance withan amount equal to the product of (1) $30.00, (2) the rentable square footage of the applicable First Offer Space, and subject to(3) a fraction, the provisions numerator of which equals the Original Lease pertaining to Alterationsnumber of calendar months (and prorated for any partial calendar months) in the lease term for the applicable First Offer Space and the denominator of which equals one hundred ten (110). Notwithstanding In no event shall Landlord have the foregoing, Landlord’s obligation to deliver the a First Offer Notice (and Tenant shall not apply have no right to exercise its right under this Section 9) to the extent that the "First Offer Commencement Date," as that term is defined in Section 9.4 below, is anticipated by Landlord to occur on or after September 1, 2022 (A) during the last ten (10) months of the Extended Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) of the Original Lease, or (B) during the last six (6) months of the Extended Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original Lease"ROFO Expiration").

Procedure for Offer. Subject to Between the foregoing provisions date of this Section 10.2 regarding Amendment and February 28, 2014, should Landlord receive an offer (an “Offer”) with respect to all or any portion of the existing leases and First Refusal Space from a bona fide third party prospect (the Superior Rights“Prospect”) which Landlord is willing to accept, Landlord shall notify Tenant (the a “First Offer Refusal Notice”) from time to time (x) when Landlord receives a proposal or request for proposal for First Offer Space provided that Landlord would seriously consider and intends to commence negotiations with a third party, where no holder of a Superior Right desires Holder (hereinafter defined) wishes to lease such space. Pursuant to such First Refusal Notice, or Landlord shall offer to lease to Tenant the applicable First Refusal Space based on the terms and conditions of the Offer; provided, however, if Landlord delivers a First Refusal Notice within 12 months following the date of this Amendment, Landlord shall also offer to lease to Tenant the applicable First Refusal Space based on the terms and conditions of this Amendment except (ya) within ten there shall be no Base Rental abatement, (10b) business the Lease Term for the First Refusal Space shall commence no later than 90 days following written request Landlord’s receipt of the First Refusal Acceptance Notice, (c) all allowances, concessions and similar terms for the First Refusal Space shall be proportionally adjusted based on the amount of Lease Term remaining; in addition, Tenant shall post additional consideration in the form of a letter of credit in a proportional amount requested by Landlord on the terms and conditions set forth in Exhibit D attached to this Amendment, and (d) if the applicable First Refusal Space is “spec” space that has been built out by Landlord, Tenant (which may shall not be given more than four (4) times in entitled to any twelve (12) month period) (each, a “Tenant Request”)Refurbishment Allowance” or tenant improvement allowance with respect to such “spec” space. The First Offer Notice shall describe rentable square footage of the space so offered to Tenant and shall set forth be determined by Landlord in accordance with Landlord’s proposed Market Rent standard method for the measuring space and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); provided, however, that (i) the term for Tenant’s lease of the First Offer Space shall expire co-terminously with Tenant’s lease of the Premises, (ii) the date upon which Tenant’s monetary obligations for the First Offer Space commence shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession of the First Offer Space to Tenant, and Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original Lease pertaining to Alterations. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply (A) during the last ten (10) months of the Extended Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) of the Original Lease, or (B) during the last six (6) months of the Extended Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original LeaseBuilding.

Procedure for Offer. Subject to the foregoing provisions of this Section 10.2 regarding the existing leases and the Superior Rights, Landlord shall notify deliver notice to Tenant (the “First Offer Refusal Notice”) from time to time of each bona-fide offer Landlord is willing to accept from an independent third party for all or any of the portion of the space on the eighth (x8th) when Landlord receives a proposal or request for proposal for floor of the Building which is not then included in the Premises (the portion of the space on the eighth (8th) floor of the Building which is the subject of any such bona-fide offer is hereinafter referred to as the “First Offer Space that Landlord would seriously consider and intends to commence negotiations with a third party, where no holder of a Superior Right desires to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant RequestRefusal Space”). The First Offer Refusal Notice shall describe the space so offered to Tenant First Refusal Space (including, without limitation, Landlord’s determination of the rentable and usable square footage thereof) and shall set forth Landlord’s proposed Market Rent the terms of the subject bona fide offer which Landlord is willing to accept, which terms shall include the material terms for the space and all other proposed material subject transaction, including economic terms based on full service rental rates, operating expenses, allocations, free rent and conditions applicable no rent periods, costs reimbursable by Landlord, discounts, improvement allowances, other allowances and other inducements proposed for the subject First Refusal Space. Tenant shall have the right to Tenant’s lease of the space described in the First Refusal Notice upon the terms set forth in such space (collectively, the “Economic Terms”)notice; provided, however, that at Tenant’s option, if at least two (i2) years remain in the Term (as the same then exists, including any Renewal Period with respect to which Tenant has exercised its Renewal Option, even if said Renewal Period has not yet commenced), then the term for Tenant’s lease the subject First Refusal Space shall be coterminous with the Term. In the event Tenant elects to have the term for the subject First Refusal Space be coterminous with the Term, then the free rent and no rent periods, improvement allowances, other allowances and other inducements reflected in the subject First Refusal Notice shall be pro-rated based on the length of the First Offer Space shall expire co-terminously with Tenant’s lease term of the Premises, (ii) lease proposed for the First Refusal Space in the subject First Refusal Notice relative to the period beginning on the date upon which Tenant’s monetary obligations for the First Offer Space commence shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession of the First Offer Space to Tenant, and Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original Lease pertaining to Alterations. Notwithstanding the foregoing, Landlord’s obligation proposes to deliver the subject First Offer Refusal Space as set out in the subject First Refusal Notice shall not apply (A) during and the last ten (10) months day of the Extended Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) of the Original Lease, or (B) during the last six (6) months of the Extended Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original LeaseTerm.

Procedure for Offer. Subject to the foregoing provisions of this Section 10.2 Article 32 regarding the existing leases lease and the Superior Rights, Landlord shall notify Tenant (the “First Offer Notice”) from time to time when (x) when Landlord receives a proposal or request for proposal for First Offer Space that Landlord would seriously consider and intends to commence negotiations with a third party, where no holder of a Superior Right desires to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”); provided, however, that Landlord may not deliver a First Offer Notice to Tenant for (and may not lease or enter into an agreement to lease) all or any portion of the second (2nd) floor of the 26672 Building, except in response to a Tenant Request, prior to January 1, 2012. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space (if the First Offer Notice is delivered after the date which is eighteen (18) months after the Commencement Date) and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); provided, however, that (i) the term Term for Tenant’s lease of the First Offer Space shall expire be co-terminously terminous with the Term of Tenant’s lease of the original Premises, (ii) the date upon which Tenant’s monetary obligations for the First Offer Space commence shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession of the First Offer Space to Tenant, and Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original this Lease pertaining to Alterations, and (iii) if the First Offer Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Economic Terms shall reflect that (A) the Basic Rental for the First Offer Space shall be at the same rate (per rentable square foot) payable from time-to-time for the original Premises provided in Section l.C above and subject to abatement at the same times as provided in Section 3(a) above (but any rent credit under Sections 2.2 and/or 2.3 of the Tenant Work Letter shall not apply to the First Offer Space), provided that the rate (per rentable square foot) payable from time-to-time for the First Offer Space shall be adjusted by Landlord as necessary from the rates (per rentable square foot) provided in Section l .C. above (and the abatement provided in Section 3(a) above shall also be adjusted) so that the effective rate of Basic Rental (per rentable square foot) for the First Offer Space shall be $1.59 per rentable square foot per month for the term of Tenant’s lease of the First Offer Space, (B) the Base Year shall be the same as the Base Year for the original Premises, the Improvement Allowance to be provided by Landlord for the First Offer Space shall be the product of Thirty Dollars ($30.00) per rentable square foot of the First Offer Space multiplied by a fraction, the numerator which is the number of months from the commencement date of the term for the First Offer Space until expiration of the Term, and the denominator which is sixty (60) (for example, if there are 50 full calendar months remaining in the Term on the commencement date of the First Offer Space, Tenant shall be entitled to receive an Improvement Allowance of $25.00 per square foot (50 I 60 months x $30.00 p.s.f. = $25.00 p.s.f.) of rentable area of the First Offer Space, and such Improvement Allowance shall be applied toward the cost of Improvement Allowance Items, in the same proportions as outlined in Section 2.2 (Disbursement of Improvement Allowance) of Exhibit “D”), and (D) at the time of Tenant’s execution of the Expansion Amendment, Tenant shall increase the amount of Security Deposit by an amount equal to the last month’s basic rental for the First Offer Space and shall prepay monthly Basic Rental for the twenty second (22°d), twenty third (23rd), twenty fourth (241 ), and twenty fifth (251h) full calendar months of the Term with respect to the First Offer Space. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply (A) during the last ten (10) months of the Extended initial Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) of above nor shall Landlord be obligated to deliver the Original Lease, or (B) First Offer Notice during the last six (6) months of the Extended initial Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original Leaseabove.

Procedure for Offer. Subject In the event Landlord receives a valid bona fide offer from a Third Party for all or a portion of the First Offer Space following the Rent Commencement Date but prior to the foregoing provisions of this Section 10.2 regarding the existing leases and the Superior Rightstwelve (12) months thereafter, Landlord shall notify provide Tenant with notice of the details of such offer (the “First Third Party Offer Notice”) from time to time (x) when Landlord receives a proposal or request for proposal for First Offer Space ), provided that Landlord would seriously consider and intends to commence negotiations with a third party, where no holder of a Superior Right desires Holder wishes to lease such space. Pursuant to such Third Party Offer Notice, or (y) within ten (10) business days following written request by Landlord shall offer to lease to Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”)the then available First Offer Space. The First Third Party Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); providedExpansion Rent,” as that term is defined below. Additionally, howeverif during the period of time following the Rent Commencement Date but prior to twelve (12) months thereafter, Tenant desires to expand into the First Offer Space, Tenant shall notify Landlord of its desire to exercise the Expansion Right. Tenant shall have the right to lease such First Offer Space that is then available (iprovided that no Superior Right Holder wishes to lease such space) at the term for Tenant’s lease of Expansion Rent. Tenant may only exercise the Expansion Right if Tenant constructs the First Offer Space shall expire coso that Premises combined with the First Offer Spaces contains at least a total of Forty-terminously with Tenant’s lease Five Percent (45%) of the Premiseslab space/ pharmaceutical related manufacturing, and (ii) Landlord provides its approval of the date upon which Tenant’s monetary obligations design and layout of the lab space/pharmaceutical related manufacturing, such approval not to be unreasonably withheld. The rent under the Expansion Right for the First Offer Space commence (the “Expansion Rent”) shall be on the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession same terms and conditions as Tenant’s leasing of the First Offer Space to TenantPremises, and adjusted on a pro-rata basis including the amortization of any Tenant shall be entitled to renovate Improvement Allowance or other amounts as reasonably determined by Landlord, but the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original Lease pertaining to Alterations. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice Early Entry Premises shall not apply (A) during the last ten (10) months of the Extended Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) of the Original Lease, or (B) during the last six (6) months of the Extended Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original Leasebe factored into such determination.

Procedure for Offer. Subject to the foregoing provisions of this Section 10.2 Article 32 regarding the existing leases lease and the Superior Rights, Landlord shall notify Tenant (the “First Offer Notice”) from time to time when (x) when Landlord receives a proposal or request for proposal for First Offer Space that Landlord would seriously consider and intends to commence negotiations with a third party, where no holder of a Superior Right desires to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”); provided, however, that Landlord may not deliver a First Offer Notice to Tenant for (and may not lease or enter into an agreement to lease) all or any portion of the second (2nd) floor of the 26672 Building, except in response to a Tenant Request, prior to January 1, 2012. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space (if the First Offer Notice is delivered after the date which is eighteen (18) months after the Commencement Date) and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); provided, however, that (i) the term Term for Tenant’s lease of the First Offer Space shall expire co-terminously be coterminous with the Term of Tenant’s lease of the original Premises, (ii) the date upon which Tenant’s monetary obligations for the First Offer Space commence shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession of the First Offer Space to Tenant, and Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original this Lease pertaining to Alterations, and (iii) if the First Offer Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Economic Terms shall reflect that (A) the Basic Rental for the First Offer Space shall be at the same rate (per rentable square foot) payable from time-to-time for the original Premises provided in Section 1.C above and subject to abatement at the same times as provided in Section 3(a) above (but any rent credit under Sections 2.2 and/or 2.3 of the Tenant Work Letter shall not apply to the First Offer Space), provided that the rate (per rentable square foot) payable from time-to-time for the First Offer Space shall be adjusted by Landlord as necessary from the rates (per rentable square foot) provided in Section 1.C. above (and the abatement provided in Section 3(a) above shall also be adjusted) so that the effective rate of Basic Rental (per rentable square foot) for the First Offer Space shall be $[***] per rentable square foot per month for the term of Tenant’s lease of the First Offer Space, (B) the Base Year shall be the same as the Base Year for the original Premises, (C) the Improvement Allowance to be provided by Landlord for the First Offer Space shall be the product of [***] Dollars ($[***]) per rentable square foot of the First Offer Space multiplied by a fraction, the numerator which is the number of months from the commencement date of the term for the First Offer Space until expiration of the Term, and the denominator which is sixty (60) (for example, if there are 50 full calendar months remaining in the Term on the commencement date of the First Offer Space, Tenant shall be entitled to receive an Improvement Allowance of $[***] per square foot (50 / 60 months x $[***] p.s.f. = $[***] p.s.f.) of rentable area of the First Offer Space, and such Improvement Allowance shall be applied toward the cost of Improvement Allowance Items, in the same proportions as outlined in Section 2.2 (Disbursement of Improvement Allowance) of Exhibit “D”), and (D) at the time of Tenant’s execution of the Expansion Amendment, Tenant shall increase the amount of Security Deposit by an amount equal to the last month’s basic rental for the First Offer Space and shall prepay monthly Basic Rental for the twenty second (22nd), twenty third (23rd), twenty fourth (24th), and twenty fifth (25th) full calendar months of the Term with respect to the First Offer Space. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply (A) during the last ten (10) months of the Extended initial Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) of above nor shall Landlord be obligated to deliver the Original Lease, or (B) First Offer Notice during the last six (6) months of the Extended initial Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original Leaseabove.

Procedure for Offer. Subject to the foregoing provisions of this Section 10.2 regarding the existing leases and the Superior Rights, Landlord shall notify Tenant in writing (the “First Offer Notice”) from time to time (x) when as soon as Landlord receives a proposal or request for proposal for determines that any portion of the First Offer Space that Landlord would seriously consider and intends will become available for lease to commence negotiations with a third partyparties provided, where no holder of a Superior Right desires to lease however, such space, or (y) within ten (10) business days following written request by Tenant (which may not notification shall be given more not earlier than four (4) times in any the date which is twelve (12) month period) (eachmonths before the actual date of physical availability of such First Offer Space. Pursuant to such First Offer Notice, a “Landlord shall offer to lease to Tenant Request”)such First Offer Space. The First Offer Notice shall describe the space so offered to Tenant Tenant, shall set forth the “First Offer Rent,” as that term is defined in this Section 1.6.1, below, and shall set forth Landlord’s proposed Market Rent for the other terms upon which Landlord is willing to lease such space and all other proposed material economic terms and conditions applicable to Tenant’s lease , including the estimated delivery date of such space (collectivelyto Tenant, the “Economic Terms”); provided, however, that (i) the term for Tenant’s lease of the First Offer Space shall expire co-terminously with Tenant’s lease of the Premises, (ii) and the date upon which Tenant’s monetary obligations lease of such First Offer Space is to commence (the “First Offer Commencement Date”), which First Offer Commencement Date shall not be less than ninety (90) days after the date such space is delivered to Tenant (which 90-day period may or may not be considered in determining the First Offer Rent applicable to such space). The rent payable by Tenant for the First Offer Space commence (the “First Offer Rent”) shall be at the earlier of (A) the date upon which Tenant commences business operations from “Fair Market Rent” for the First Offer Space, or as that term is defined in Section 2.2.1.3 of this Office Lease (Bas amended by Section 8 of the Sixth Amendment to Office Lease). In addition to the foregoing, within five (5) the date which is one hundred fifty (150) business days after request by Tenant, Landlord shall provide to Tenant in writing a listing (the date Landlord delivers possession “Available Space List”) of the First Offer Space to that is then available for leasing or which Landlord reasonably believes will become available for leasing in the twenty-four (24) month period following the date of Tenant’s request, and Tenant such Available Space List shall be entitled set forth the existing term expiration date, the number of any renewal options and their respective exercise mechanisms and dates, the term of any renewal options, and a description of the specific additional space rights relating to renovate the leasehold improvements in the First Offer Space in accordance withSpace, and subject tofor each then existing lease. Thereafter, the provisions of the Original Lease pertaining Tenant may request that Landlord deliver to Alterations. Notwithstanding the foregoing, Landlord’s obligation to deliver the Tenant a specific First Offer Notice shall not apply (A) during the last ten (10) months relating to any of the Extended Term or first Option Term unless Tenant has delivered an Interest individual spaces listed as First Offer Space on the Available Space List, and Landlord shall deliver a First Offer Notice to Landlord pursuant to Section 31(cwithin five (5) of the Original Lease, or (B) during the last six (6) months of the Extended Term or first Option Term unless Tenant has timely delivered business days after such request by Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original Lease.

Procedure for Offer. Subject to Superior Rights and the foregoing provisions terms of this Section 10.2 regarding the existing leases and the Superior RightsExhibit G, Landlord shall notify Tenant (the “"First Offer Notice”") from time prior to time (x) when Landlord receives entering into a proposal or request for proposal for lease of First Offer Space that Landlord would seriously consider and intends to commence negotiations with a third party, where no holder other than the existing occupant thereof. Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant any portion of the then available First Offer Space (the "Designated First Offer Space") (and such notice may be made contingent on a Superior Right desires Holder declining a right to lease such space). Notwithstanding the foregoing, if prior to Landlord's delivery to Tenant of the First Offer Notice, Landlord has received an offer to lease all or part of the First Offer Space from a third party that Landlord intends to respond to in good faith (ya "Third Party Offer") within ten (10) business days following written request by and such Third Party Offer includes space in excess of the First Offer Space, then the First Offer Notice shall include a description of such additional space and Tenant (which may shall exercise the Right of First Offer, if at all, as to all of the space contained in the Third Party Offer, and the term "Designated First Offer Space" shall include all such space described in the Third Party Offer for purposes hereof. Except in the case of an unexpected availability of First Offer Space due to an early termination of a Project tenant's lease for such First Offer Space, Landlord shall not be given more deliver a First Offer Notice to Tenant less than four (4) times in any twelve months, or more than eighteen (1218) month period) months, prior to the anticipated date of availability of the applicable Designated First Offer Space. The rent payable during the First Offer Term shall be equal to the Market Rent for the Designated First Offer Space (each, a “Tenant Request”the "First Offer Rent"). The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); provided, however, that (i) describe the term for Tenant’s lease of the Designated First Offer Space shall expire co-terminously with Tenant’s lease of the PremisesSpace, (ii) offer to lease to Tenant the date upon which Tenant’s monetary obligations for Designated First Offer Space on the terms described in the First Offer Space commence shall be Notice, (iii) set forth the earlier of (A) the date proposed First Offer Rent upon which Tenant commences business operations from Landlord is willing to lease the First Offer Space, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession of the Designated First Offer Space to Tenant, (iv) set forth the rentable square footage of the Designated First Offer Space, determined by Landlord in accordance with the Landlord's then-current measurement standard for the Project, (v) describe the First Offer Term (as that term is defined below) and the anticipated delivery date for the Designated First Offer Space, (vi) specify any additional Security Deposit, letter of credit or other securitization required to be provided for the Designated First Offer Space, and (vii) specify the number and type of parking passes, if any, to be made available to Tenant shall be entitled to renovate in connection with the leasehold improvements in the Designated First Offer Space in accordance with, and subject to, with the provisions of the Original Lease pertaining to Alterations. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply (A) during the last ten (10) months of the Extended Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) of the Original Lease, or (B) during the last six (6) months of the Extended Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original LeaseParking Pass Ratio.

Procedure for Offer. Subject to During the foregoing provisions of this Section 10.2 regarding the existing leases and the Superior RightsFirst Refusal Period, Landlord shall notify Tenant (the “First Offer Refusal Notice”) from time to time (x) when whenever Landlord receives a proposal written bona-fide offer from a prospective third party tenant to lease any First Refusal Space which offer Landlord desires to accept (the “Acceptable Third Party Offer”). Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the First Refusal Space which is the subject of such Acceptable Third Party Offer. The First Refusal Notice shall include either a copy of such Acceptable Third Party Offer or request for proposal for First Offer Space that a deal memorandum executed by such third party prospective tenant (or executed by such prospective tenant’s broker, in which case such document shall be on such broker’s letterhead) and shall describe the material economic terms upon which Landlord would seriously consider and intends to commence negotiations with a third party, where no holder of a Superior Right desires is willing to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”). The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); provided, howeverwhich Economic Terms shall be consistent with the terms of such Acceptable Third Party Offer, that and which Economic Terms shall pertain to the following categories: (i) the term for Tenant’s lease rentable and usable square feet of the First Offer Space shall expire co-terminously with Tenant’s lease applicable space, determined pursuant to the BOMA Standard and the provisions of the Premises, Section 1.2.1 above; (ii) the date delivery condition, including any required landlord and/or base building work; (iii) the lease commencement and rent commencement dates, including the construction or improvement build-out time period; (iv) the length of lease term; (v) base rent, including escalations thereto; (vi) monetary concessions (e.g., free rent, improvement allowances), if any; (vii) any rent stop or base year protections; (viii) first offer, first refusal and any other expansion rights and the rent and terms and conditions upon which Tenantsuch rights will be based (e.g., fair market rent); (ix) renewal rights and the rent and terms and conditions upon which such renewal will be based (e.g., fair market rent); (x) parking rights and parking charges, including the number of must-rent and right-to-rent parking passes, and the number, type (reserved and unreserved) and location of parking passes in the Project’s monetary obligations for Parking Facilities (but in no event shall the number of such parking passes identified by Landlord as part of the Economic Terms in any such First Refusal Notice be less than the number of unreserved parking passes within the Minimum Parking Ratio, and if the First Offer Refusal Space commence shall pertain to an entire floor of the Building, at least two (2) of such parking passes shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession of the First Offer Space converted to Tenant, and Tenant shall be entitled to renovate the leasehold improvements reserved parking passes in the First Offer Space Phase IV Parking Structure in accordance withsuch locations therein as designated by Landlord, and subject to, the provisions of the Original Lease pertaining to Alterations. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply (A) during the last ten (10) months of the Extended Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) of the Original Lease, or (B) during the last six (6) months of the Extended Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original Lease.at no additional parking charge therefor);

Procedure for Offer. Subject to the foregoing provisions terms of this Section 10.2 regarding the existing leases and the Superior Rights1.2, Tenant may deliver written notice to Landlord shall notify Tenant (the “First Offer "Request Notice”") from time to time (x) when Landlord receives a proposal or request for proposal for First Offer Space that Landlord would seriously consider and intends to commence negotiations with a third party, where no holder of a Superior Right Tenant desires to lease such space, or (y) within Available First Offer Space. Within ten (10) business days following Landlord's receipt of a Request Notice, Landlord shall deliver written request by notice to Tenant (which may the "First Offer Notice") describing First Offer Space that is then Available. If no space in the Project is Available as of the date of Tenant's delivery of a Request Notice, then Tenant's Right of First Offer shall not be given more than four (4) times in any twelve (12) month period) (eachterminate, and Tenant shall continue to have a “right to deliver a Request Notice, until Landlord is able to send a First Offer Notice pertaining to Available space. Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant Request”)the then available First Offer Space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market the Base Rent and the other "Economic Terms" (as that term is defined herein below) upon which Landlord is willing to lease such space to Tenant. The First Offer Notice shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as an enhanced security deposit, a letter of credit or guaranty, for Tenant's Rent obligations during the space First Offer Term. As used in this Section 1.3, "Economic Terms" shall refer to: (i) the rental rate (including additional rent and all considering any "base year" or "expense stop" applicable thereto); (ii) the amount of any improvement allowance or the value of any work to be performed by Landlord in connection with the lease of such First Offer Space (which amount is a deduction from the cost to Tenant or such other proposed material economic party); and (iii) the amount of free rent (which amount is a deduction from the cost to Tenant or such other party). Notwithstanding the foregoing, if the First Offer Commencement Date (as that term is defined in Section 1.2.3 below) is anticipated to commence during the first twelve (12) full calendar months of the Lease Term, then the Economic Terms shall be equal to the terms and conditions applicable to the initial Premises (determined on a per RSF basis based on the number of RSF in the First Offer Space, and prorated to reflect any difference in the Lease Term compared to the total term of Tenant’s lease of such space (collectively, the “Economic Terms”); provided, however, that (i) the term for Tenant’s 's lease of the First Offer Space shall expire co-terminously with Tenant’s lease of Space) (the Premises, (ii) the date upon which Tenant’s monetary obligations for the First Offer Space commence shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession of the First Offer Space to Tenant, and Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original Lease pertaining to Alterations. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply (A) during the last ten (10) months of the Extended Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) of the Original Lease, or (B) during the last six (6) months of the Extended Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original Lease"Stipulated Economic Terms").

Procedure for Offer. Subject With respect to the foregoing provisions of this Section 10.2 regarding first time Landlord receives a bona fide proposal from a third party (which is other than (i) the existing leases tenant of the First Offer Space or its affiliate, successor or assignee, or (ii) a Superior Right Holder with respect to space located in Building G) to lease First Offer Space containing not more than a full floor increment of space and which is available (or will become available) for lease as described in Section 1.4 above, which proposal Landlord would accept or submit a counter proposal thereto (such third-party bona fide proposal which Landlord would accept, or the Superior Rightscounter-proposal which Landlord would submit to such third party in response thereto, shall be referred to herein as the “Third Party Offer”), then prior to the date that Landlord accepts or submits such Third Party Offer to such third-party, Landlord shall notify give Tenant written notice (the “First Offer Notice”) from time to time (x) when Landlord receives a proposal or request for proposal for First Offer Space specifying that Landlord would seriously consider and intends to commence negotiations with a third party, where no holder of a Superior Right desires to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”). The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); provided, however, that (i) the term for Tenant’s lease of the First Offer Space shall expire co-terminously with Tenant’s lease of the Premises, (ii) the date upon which Tenant’s monetary obligations for or specified portion thereof identified in the First Offer Notice is available for lease by Tenant pursuant to the provisions of this Section 1.4. If Landlord’s First Offer Notice pertains to space containing less than a full floor, and Tenant exercises its first offer right herein to lease such space so identified in such First Offer Notice, then notwithstanding anything in this Section 1.4 to the contrary, any future right of Tenant to lease any First Offer Space commence under this Section 1.4 shall be only apply to the earlier of remaining space located on such partial floor and no other space in the Building or Building G when such space becomes (or will become) available for lease as provided herein. In addition, Landlord’s obligation to deliver a First Offer Notice to Tenant shall not apply during (A) the date upon which last year of the initial Lease Term unless Tenant commences business operations from has previously delivered to Landlord the First Offer SpaceExercise Notice extending the initial Lease Term pursuant to the Extension Option Rider, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession of the First Offer Space to Tenant, and Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original Lease pertaining to Alterations. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply (A) during the last ten (10) months of the Extended Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) of the Original Lease, or (B) during the last six (6) months of the Extended Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original LeaseTerm.

Procedure for Offer. Subject to During the foregoing provisions of this Section 10.2 regarding the existing leases and the Superior Rightsinitial Lease Term, Landlord shall notify Tenant (the “First Offer Notice”) from time to time (x) when Landlord receives a proposal or request for proposal for determines that Landlord shall commence the marketing of the First Offer Space that Landlord would seriously consider and intends because such space shall become available for lease to commence negotiations with a third partyparties, where no holder of a Superior Right Holders desires to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”). The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); , including, without limitation (i) the anticipated date upon which the First Offer Space will be available for lease by Tenant and the commencement date and/or proposed delivery date therefor, (ii) Landlord’s reasonable determination of the rent payable for First Offer Space (“First Offer Rent”) and such First Offer Rent for the First Offer Space shall thereafter be subject to the same escalations [made at the same time] as the rent then payable under this Lease for the Premises (“Agreed Upon Minimum First Offer Rent Escalations”), (iii) any tenant improvement allowance or other monetary concessions for such First Offer Space determined as a component of the First Offer Rent (provided, however, that (i) if the term of the lease for Tenant’s lease of the First Offer Space is for less than five (5) years, Tenant shall not be entitled to any tenant improvement allowance or any other monetary or financial concessions for such First Offer Space), (iv) the term of the lease for such space (which shall be a minimum of three (3) years and which shall expire co-terminously with Tenant’s lease of the initial Premises, ) and (iiv) the date upon which Tenant’s monetary obligations for the First Offer Space commence shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space, or (B) the date which is one hundred fifty (150) days after the date such other economic terms Landlord delivers possession of the First Offer Space to Tenant, and Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original Lease pertaining to Alterationsreasonably deems appropriate. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply (A) during the last ten thirty-six (1036) months of the Extended Term or first Option initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) Tenant, concurrently with its delivery of the Original Lease, or (B) during the last six (6) months of the Extended Term or first Option Term unless Tenant has timely delivered “Tenant’s Acceptance to Landlord pursuant to Section 31(c) of Notice,” as defined below, Tenant delivers the Original Lease.“Option Exercise Notice,” as defined in Section

Procedure for Offer. Subject to the foregoing provisions of this Section 10.2 regarding the existing leases and the Superior Rights, Landlord shall notify Tenant (the “First Offer Notice”) from time to time (x) when Landlord receives a proposal or request for proposal for determines that Landlord shall commence the marketing of any First Offer Space that Landlord would seriously consider and intends because such space shall become available for lease to commence negotiations with a third partyparties, where no holder of a Superior Right desires to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”). The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); provided, howeverincluding the proposed rent payable for the First Offer Space and any proposed build-out period. Notwithstanding the foregoing, that (i) the term for of Tenant’s lease of the First Offer Space shall expire be the longer of (A) a term which is co-terminously terminous with the term of Tenant’s lease of the Premises, (ii) the date upon which Tenant’s monetary obligations for the First Offer Space commence shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space, original Premises or (B) the date which is one hundred fifty two (1502) days after the date Landlord delivers possession of the First Offer Space to Tenant, years and Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original Lease pertaining to Alterations. Notwithstanding the foregoing, (ii) Landlord’s obligation to deliver the First Offer Notice shall not apply (A) during the last ten twelve (1012) months of the Extended initial Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) of Article 31 above nor shall Landlord be obligated to deliver the Original Lease, or (B) First Offer Notice during the last six twelve (612) months of the Extended initial Term or first (1st) Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original Leaseabove.

Procedure for Offer. Subject Provided that an Event of Default (or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default (each, a “Default”)) has not occurred and is continuing, Tenant may, from time to time (but not more frequently than once per calendar year), request Landlord to advise Tenant of any First Offer Space which may become “available” over the foregoing provisions next twelve (12) month period (“Tenant Request”). The Tenant Request must be delivered strictly in accordance with Lease Article 30 (Notices). Landlord agrees that, provided no Default or Event of this Section 10.2 regarding the existing leases Default has occurred and the Superior Rightsis continuing, Landlord shall notify within fifteen (15) business days of the Tenant Request deliver written notice to Tenant (the “First Offer Notice”) from time in response to time (x) when Landlord receives a proposal or request for proposal for the Tenant Request whether any First Offer Space that Landlord would seriously consider and intends to commence negotiations with a third partyis currently available or whether, where no holder of a Superior Right desires to lease such spacein Landlords professional judgment, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any over the next twelve (12) month period) (each, a “Tenant Request”)period become available for lease to third parties. The First Offer Notice shall describe the space so offered to which may be available (including, without limitation, Landlord’s estimated determination of the rentable square footage thereof), the anticipated date on which the First Offer Space will be available for lease by Tenant and the commencement date therefor (“First Offer Commencement Date”) and shall set forth Landlord’s proposed determination of the Fair Market Rent for the space and all other proposed material economic terms and conditions applicable Rental Rate with respect to such space. Within fifteen (15) business days after Tenant’s lease receipt of such space each First Offer Notice (collectively, the “Economic TermsFirst Offer Response Date”); provided, however, that Tenant must give Landlord written notice pursuant to which Tenant (i) elects to lease the First Offer Space at the Fair Market Rental Rate proposed by Landlord for a term for coterminous with the Term hereof; or (ii) elects to lease the First Offer Space on the terms proposed by Landlord (other than the determination of Fair Market Rental Rate) in which case the parties shall follow the procedure set forth in Exhibit “H”; or (iii) elects not to lease such First Offer Space, which election shall be irrevocable. If Tenant does not so respond in writing to Landlord’s notice on or before the First Offer Response Date, or has responded in accordance with clause (iii) above, Landlord may lease the First Offer Space to any third party. Tenant’s lease of obligation to pay Rent for the First Offer Space shall expire co-terminously with Tenant’s lease of the Premises, (ii) the date upon which Tenant’s monetary obligations for the First Offer Space commence shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space, or (B) the date which is one hundred fifty (150) days after on the date Landlord delivers tenders possession of the applicable First Offer Space to Tenant, and Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original Lease pertaining to Alterations. Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply (A) during the last ten (10) months of the Extended Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) of the Original Lease, or (B) during the last six (6) months of the Extended Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) of the Original Lease.

Procedure for Offer. Subject If at any time during the initial Lease Term (but only as long as either (a) the First Offer Commencement Date is anticipated to occur at least two (2) years prior to the foregoing provisions Lease Expiration Date pertaining to the initial Lease Term, or (b) to the extent there are less than two (2) years remaining during the initial Lease Term at the time the First Offer Commencement Date is anticipated to occur, the Tenant has exercised its right to lease the Premises for the initial “Option Term” (as that term is defined in Section 2.3.1 of this Lease) pursuant to the terms of Section 10.2 regarding the existing leases and the Superior Rights2.3 of this Lease), Landlord shall so notify Tenant (the 702009.06/WLA -8- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, Inc.] “First Offer Notice”) from time ). Pursuant to time (x) when Landlord receives a proposal or request for proposal for such First Offer Space that Notice, Landlord would seriously consider and intends to commence negotiations with a third party, where no holder of a Superior Right desires shall offer to lease such space, or (y) within ten (10) business days following written request by to Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”)the then available First Offer Space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space “First Offer Rent,” as that term is defined in Section 1.3.3 below, and all the other proposed material economic terms and conditions applicable upon which Landlord is willing to lease such space to Tenant. The term of Tenant’s lease of such space (collectively, the “Economic Terms”); provided, however, that (i) the term for Tenant’s lease of the any First Offer Space shall expire co-terminously be coterminous with Tenant’s lease of the Premises, (ii) the date upon which Tenant’s monetary obligations for the First Offer Space commence shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space, or (B) the date which is one hundred fifty (150) days after the date Landlord delivers possession of the First Offer Space to Tenant, and Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of the Original Lease pertaining to AlterationsTerm. Notwithstanding the foregoing, Landlord’s obligation if there are less than two (2) years remaining during the initial Lease Term at the time the First Offer Commencement Date is anticipated to occur and Tenant has not then exercised its right to lease the Premises for the initial Option Term and its right to do so has not otherwise expired, Landlord shall, in order to then determine if Tenant is interested in exercising its right pursuant to the terms of this Section 1.3, deliver a First Offer Notice to Tenant conditioned upon Tenant exercising its right to lease the Premises for the Option Term (in which case such First Offer Notice shall not apply be treated like any other notice (A) during the last ten (10) months of the Extended Term i.e., shall be accepted or first Option Term unless Tenant has delivered an Interest Notice to Landlord rejected pursuant to the terms of Section 31(c) 1.3.2 of the Original this Lease), or (B) during the last six (6) months of the Extended Term or first Option Term unless Tenant has timely delivered except that Tenant’s Acceptance to Landlord acceptance thereof shall also be deemed Tenant’s delivery of its “Exercise Notice” (as that term is defined in Section 2.3.3 of this Lease) pursuant to the terms of Section 31(c) 2.3.3 of the Original this Lease).