Common use of Relocation Option Clause in Contracts

Relocation Option. In the event that, at any time during the Term from and after the thirty-sixth (36th) monthly anniversary of the Lease Commencement Date, Tenant would like to relocate its operations to other general office and research space in another biotechnology project owned by Landlord, Tenant may so notify Landlord (“Request Notice”). Tenant’s Request Notice shall specify the approximate number of rentable square feet required by Tenant, the project owned by Landlord to which Tenant desires to relocate and the approximate lease term desired by Tenant (which shall be a minimum of eighty-five (85) months). Within thirty (30) days after Landlord’s receipt of Tenant’s Request Notice, Landlord shall notify Tenant (“Response Notice”) as to whether Landlord owns any property which meets the requirements specified in Tenant’s Request Notice and which is then available for lease, which availability shall in any event be subject to the approval of Landlord’s lender. If any such space is then available, Landlord’s Response Notice shall also contain Landlord’s proposed economic terms (which shall be at the prevailing Market Rent, as defined below), including without limitation the proposed base rent, rental concessions (if any), the contribution by Landlord toward improvement of such space (if any) and brokerage commission, and other terms and conditions applicable to Tenant’s lease of such space including, without limitation, general configuration of such space, and the unamortized balance (as of Tenant’s proposed relocation date) of the Improvement Allowance and the brokerage commissions paid by Landlord in connection with this Lease (including in connection with any First Offer Space) and therefore payable by Tenant as consideration for such relocation (collectively, the “Economic Terms”). For purposes hereof, space shall not be considered to be available for lease if, at such time, such space is subject to an existing lease or Landlord is in discussions with a prospective tenant to lease such space. If Landlord’s Response Notice indicates that space meeting the requirements of Tenant’s Request Notice is then available, Landlord and Tenant shall negotiate, in good faith, to reach agreement on Economic Terms of Tenant’s lease of such space and the terms of a new lease for such space. If Landlord and Tenant are able to reach agreement and enter into a new lease for such space within thirty (30) days after the Response Notice, this Lease shall terminate as of the commencement date of such new lease (except for those provisions which expressly survive the expiration of the Lease Term). If, however, despite their good faith efforts, Landlord and Tenant are unable to reach agreement on such new space and enter into a new lease for such space within said thirty (30) day period, this Lease shall remain in full force and effect and Landlord shall be free to lease the space described in the Response Notice to anyone to whom Landlord desires on any terms Landlord desires. In order to exercise its relocation option hereunder, Tenant must not be in monetary or material non-monetary default under this Lease after expiration of applicable notice and cure periods as of the date of the Request Notice and the Response Notice. The right described in this Section 1.5 shall be personal to the Tenant named in this Lease and any Affiliate Assignee and may not be assigned to any other entity. For purposes of this Section 1.5, the term “Market Rent” shall mean the net effective rent taking into account all relevant factors (including, without limitation, applicable monthly Basic Rental, including all escalations, Direct Costs, additional rent and other charges, rent abatement, tenant improvement allowance, all other rental concessions and brokerage commissions, applicable to leases, as of the commencement of the relocation term, for non-sublease, non-encumbered, space comparable in size, location and quality to the new premises for a term comparable to the relocation term which comparable space is located in other first-class biotechnology buildings comparable to the Project (or the other applicable building owned by Landlord) in South San Francisco, California (or the other applicable area).

Relocation Option. In the event that(a) So long as no Event of Default has occurred and is continuing, at any time during the Term from and after the thirty-sixth Lessee may relocate up to ten percent (36th10%) monthly anniversary of the Lease Commencement DateEquipment to various locations around the world subject to the terms and conditions of this Section 18. All expenses (including Lessor’s reasonable attorneys’ fees in an amount not to exceed $25,000), Tenant would like costs and liability for such relocation shall be paid for by Lessee. Lessee shall notify Lessor in writing of such proposed relocation at least 45 days prior to relocate its operations to other general office and research space in another biotechnology project owned by Landlord, Tenant may so notify Landlord the relocation (the “Request Relocation Notice”). Tenant’s Request The Relocation Notice shall specify describe the approximate number of rentable square feet required by TenantEquipment proposed to be relocated, the project owned by Landlord address of the proposed relocation, indicate the proposed relocation date and state whether the location to which Tenant desires to relocate and the approximate lease term desired by Tenant Equipment will be relocated is a Permitted Location (which shall be a minimum of eighty-five (85) months). Within thirty (30) days after Landlord’s receipt of Tenant’s Request Notice, Landlord shall notify Tenant (“Response Notice”) as to whether Landlord owns any property which meets the requirements specified in Tenant’s Request Notice and which is then available for lease, which availability shall in any event be subject to the approval of Landlord’s lender. If any such space is then available, Landlord’s Response Notice shall also contain Landlord’s proposed economic terms (which shall be at the prevailing Market Rent, as defined below). The delivery of the Relocation Notice shall constitute an agreement of the Lessee to pay and indemnify Lessor for any additional tax or other expenses associated with the transfer of the Equipment, including without limitation subject to the proposed base rent, rental concessions (if any), the contribution by Landlord toward improvement of such space (if any) and brokerage commission, and other terms and conditions applicable set forth herein. (b) If the Relocation Notice states that the Equipment will be relocated to Tenant’s lease of such space includinga location which is not a Permitted Location, without limitationthen as soon as practicable, general configuration of such space, and the unamortized balance (as of Tenant’s proposed relocation date) but in any event no later than 30 days after receipt of the Improvement Allowance and the brokerage commissions paid by Landlord in connection with this Lease (including in connection with any First Offer Space) and therefore payable by Tenant Relocation Notice, Lessor shall notify Lessee as consideration for to whether it is satisfied that following such relocation (collectivelyits interest in the Equipment is that of owner and such interest is fully protected against and senior to any potential claims of any third parties. In the event that Lessor indicates in such notice that it is not satisfied that its interest in the Equipment is adequately protected, the “Economic Terms”). For purposes hereof, space Lessee shall not be considered permitted to be available for lease ifso relocate the Equipment to such location unless and until the Lessee complies with subsection (d) below. (c) In effecting any relocation of Equipment pursuant to this Section 18, Lessee may, at such timeits option, such space is subject sublease or assign its rights to an existing lease the Equipment to one of its Affiliates or Landlord is Lessee may maintain the Equipment under this Lease and simply relocate the Equipment to its facility in discussions with a prospective tenant to lease such space. If Landlord’s Response Notice indicates that space meeting the requirements of Tenant’s Request Notice is then available, Landlord and Tenant shall negotiatenew location, in good faitheach case so long as such sublease, assignment or relocation does not cause the Lessor to reach agreement on Economic Terms suffer a Loss, as such term is defined in Section 14(c) hereof (unless Lessee promptly reimburses Lessor for such Loss upon demand). Notwithstanding anything to the contrary contained herein or the date of Tenant’s lease any such assignment or sublease, the effective date of such space assignment or sublease as between Lessee and such Affiliate (for purposes of allocating payments, costs and other items) shall be the date such Equipment was physically transferred from Lessee to its Affiliate. In the case of a sublease, Lessee shall remain primarily obligated with respect to the Equipment under this Lease, and such sublease shall be subject and subordinate to the terms of this Lease. (d) If the Lessor notifies Lessee in its response to the Relocation Notice that it has reasonably determined that its interest in the Equipment will not be adequately protected following such relocation, Lessee shall not be permitted to so relocate the Equipment to such location unless and until the Lessee has provided to Lessor mutually agreeable additional forms of collateral support or credit enhancement having a new lease for such space. If Landlord and Tenant are able to reach agreement and enter into a new lease for such space within thirty (30) days after the Response Notice, this Lease shall terminate as value no greater than 100% of the commencement date Termination Value of such new lease Equipment. (except for those provisions which expressly survive the expiration of the Lease Term). If, however, despite their good faith efforts, Landlord and Tenant are unable to reach agreement on such new space and enter into a new lease for such space within said thirty (30e) day period, this Lease shall remain in full force and effect and Landlord shall be free to lease the space described in the Response Notice to anyone to whom Landlord desires on any terms Landlord desires. In order to exercise its relocation option hereunder, Tenant must not be in monetary or material non-monetary default under this Lease after expiration of applicable notice and cure periods as of the date of the Request Notice and the Response Notice. The right described in this Section 1.5 shall be personal to the Tenant named in this Lease and any Affiliate Assignee and may not be assigned to any other entity. For purposes of this Section 1.5Agreement, “Permitted Locations” means the term “Market Rent” locations set forth on Exhibit A hereto. If any location contained thereon is no longer a location where Lessor’s internal policies permit Lessor to locate its Equipment without adequate security, such location shall mean be removed from the net effective rent taking into account all relevant factors list not less than 30 days after written notice thereof to Lessee (includingit being acknowledged and agreed that such removal shall have no effect on Equipment which was relocated prior to such removal). If Lessor’s internal policies permit Lessor to own and lease equipment, without limitationunder leases such as this Agreement, applicable monthly Basic Rental, including all escalations, Direct Costs, additional rent and other charges, rent abatement, tenant improvement allowance, all other rental concessions and brokerage commissions, applicable to leases, as of the commencement of the relocation term, for non-sublease, non-encumbered, space comparable in size, location and quality to the new premises for a term comparable to the relocation term which comparable space is located in locations other first-class biotechnology buildings comparable than those set forth in Exhibit A, Lessor shall add such new Permitted Locations to the Project (or the other applicable building owned by Landlord) in South San Francisco, California (or the other applicable area)Exhibit A from time to time and provide notice thereof to Lessee.