Right of First Offer to Lease Clause Samples

Right of First Offer to Lease. 14 ARTICLE 4

Right of First Offer to Lease. Paragraph 11 of the First Amendment is deleted in its entirety and replaced with this Paragraph 7. In connection therewith, Schedule 11(c) to the First Amendment is deleted in its entirety and replaced with Schedule 7(c) attached hereto. Lessor hereby grants to Lessee a right of first offer with respect to office space that has Become Available (as hereinafter defined) in either the building located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the “▇▇▇▇ Building”) or the building located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the “▇▇▇▇▇ Building”) (such space within the ▇▇▇▇ Building or the ▇▇▇▇▇ Building, herein the “First Offer Space”). Lessee’s right of first offer as provided in this Paragraph 7 shall be personal to Lessee and shall not be assignable by Lessee nor included in any rights of any sublessee from Lessee (provided, however, that Lessee may assign its right of first offer in connection with an assignment of the Lease to an Affiliate of Lessee or a Permitted Assignee, and Lessee may grant a sublessee an option to expand contingent upon Lessee’s exercise of its right of first offer with respect to First Offer Space as provided hereunder), and shall be subject to the following terms and conditions:

Right of First Offer to Lease. Subject to the terms and conditions of the Lease, Tenant shall have a one-time right to lease certain space on the third (3rd) floor and the first (1st) floor of the Building if it becomes available for lease. This Notice of Lease has been executed to give notice of the Lease. This Notice of Lease is not intended to, and shall not, modify or vary any of the provisions of the Lease, and in the event of any inconsistency the terms of the Lease shall govern. Capitalized terms used but not defined herein are used with their meanings set forth in the Lease. This Notice of Lease may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument. WITNESS the execution hereof under seal by said parties to said Lease. LANDLORD: DIV 35 CPD, LLC, a Delaware limited liability company By: Name: Title: TENANT: CODIAK BIOSCIENCES, INC., a Delaware corporation By: Name: Title: [Signature page to Notice of Lease] COMMONWEALTH OF MASSACHUSETTS ) ) COUNTY OF ) On this day of , 2019, before me, the undersigned notary public, personally appeared , as of DIV 35 CPD, LLC, a Delaware limited liability company, proved to me through satisfactory evidence of identification, which was a Massachusetts Driver’s License or personal knowledge, to be the person whose name is signed on the preceding or attached document and acknowledged to me that s/he signed it voluntarily on behalf of the DIV 35 CPD, LLC for its stated purpose. Notary Public My Commission Expires: Printed Name of Notary: [SEAL] COMMONWEALTH OF MASSACHUSETTS ) ) COUNTY OF ) On this day of , 2019, before me, the undersigned notary public, personally appeared , as of CODIAK BIOSCIENCES, INC., a Delaware corporation, proved to me through satisfactory evidence of identification, which was a Massachusetts Driver’s License or personal knowledge, to be the person whose name is signed on the preceding or attached document and acknowledged to me that s/he signed it voluntarily on behalf of CODIAK BIOSCIENCES, INC. for its stated purpose. Notary Public My Commission Expires: Printed Name of Notary: [SEAL] A certain tract of land in Cambridge, Massachusetts, with all the improvements thereon, which is shown on the plan entitled “Plan of Property of Bethlehem Steel Corp.,” dated September 26, 1979, and recorded in the Middlesex South District Registry of Deeds as Plan No. 1380 of 1979 in Book 13841, Page End, and described as follows (all compass bearings are ...

Right of First Offer to Lease. Tenant shall have the right to add to the Premises, upon the terms and conditions set forth in this Section 27, any part of the space on the fourth floor of Tower 1 of the Building, any part of the space on the seventh through and including the twelfth floor of Tower 1 of the Building or any part of the space on the seventh through and including the twelfth floor of Tower 2 of the Building (collectively, the "Additional Space"). Notwithstanding anything herein to the contrary, Tenant's right hereunder to add to the Premises the ninth, tenth, eleventh and twelfth floors of Tower 2 and the eighth, ninth, tenth, eleventh and twelfth floors of Tower 1 shall only apply after such spaces become vacant after the initial leasing of such spaces by Landlord to other tenants and the following provisions governing Tenant's right of first offer with respect to such spaces shall be construed to reflect such initial leasing limitation. Whenever during the Term Landlord determines to lease all or any part of the Additional Space and receives substantial interest therefor from a prospective tenant or tenants (the phrase "Available Space" shall mean that portion of the Additional Space which is the subject of such substantial interest), Landlord shall first offer to lease to Tenant the Available Space; and SUCH OFFER SHALL be in writing (the "Offer Notice"). The Offer Notice shall contain (i) a description of the Available Space that is subject to such Offer Notice and the deemed rentable square footage of such Available Space, (ii) the Annual Base Rent for such Available Space and any increases thereto, (iii) the Base Expense Year and the Base Tax Year for such Available Space, (iv) the term of the leasing of the Available Space, (v) the anticipated commencement date of the leasing of such Available Space, (vi) the amount of any contribution by Landlord (vii) the length of any free rent period and (viii) such other terms upon which Landlord intends to offer such Available Space for lease as Landlord may elect to set forth in the Offer Notice. The Offer Notice shall constitute an offer by Landlord to Tenant to lease all of the Available Space that is subject of the Offer Notice upon the terms set forth in the Offer Notice and otherwise on the terms and conditions set forth in this Lease; provided, that if the proposed terms of the leasing of such Available space shall be greater than the then remaining term of this Lease, the amount of any contribution by Landlord and the a...

Right of First Offer to Lease. (a) Landlord has advised Tenant that Buildings F and G in the Center, designated as “First Offer Buildings” on the Site Plan (collectively, the “First Offer Buildings”), are presently leased to Rigel Pharmaceuticals, Inc. pursuant to a Build-to-Suit Lease dated as of May 16, 2001 (the “Existing Rigel Lease”). Landlord shall not lease all or any portion of the First Offer Buildings at any time during the term of this lease (as extended, if applicable), except in compliance with this Section 6.2; provided, however, that the foregoing restriction shall not apply during any period in which Tenant is in default under this Lease, beyond any applicable notice and cure periods, and provided further, however, that Tenant’s rights pursuant to this Section 6.2 are subordinate to the rights of Rigel Pharmaceuticals, Inc. and its successors in interest (collectively, “Rigel”) pursuant to the Existing Rigel Lease, as the same may be amended from time to time. (b) If, at any time during the term of this Lease (as extended, if applicable), any of the First Offer Buildings or any portion thereof becomes available for leasing by Landlord and Landlord intends to pursue the leasing of such First Offer Building(s) or portion thereof (the “First Offer Space,” provided, however, that the provisions of this paragraph shall not apply to any negotiations or discussions Landlord may have with Tenant itself, nor to any negotiations or discussions Landlord may have with Rigel, or any exercise of rights by Rigel, under or in connection with the Rigel Lease as the same may be amended from time to time), and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall first give written notice of such intention to Tenant (a “First Offer Notice”) identifying the First Offer Space and the rent, improvement allowance and other material terms upon which Landlord proposes to offer such First Offer Space to prospective tenants. Tenant and Landlord shall have ten (10) business days after Tenant’s receipt of such First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease amendment or other written agreement regarding Tenant’s leasing and occupancy of the First Offer Space. It is generally the intention of the parties that except with respect to the economic and other terms specified in the First Offer Notice, the form of lease for any such leasing of First Offer Space would be similar to this Leas...

Right of First Offer to Lease. Subject to the terms of this Section 1.6 and the rights of existing tenants in the Building as of the Date of Lease, Landlord grants to Tenant a continuous right of first offer (“Right of First Offer”) to lease any additional space on the ninth (9th) floor of the Building (“ROFO Space”) that is “Available for Direct Lease” (as defined below), at the proposed economic terms determined by Landlord in its good faith determination (the “Market Terms”).

Right of First Offer to Lease. During the initial Lease Term, subject and subordinate to the now-existing rights of first offer of any existing tenants of the Project, Tenant shall have a right of first offer to Lease space within the Building that is continguous to the Premises. The space presently available and continguous to the Premises is Suite 103, consisting of Three Thousand Five Hundred Eighty Eight (3,588) square feet (the “First Offer Space”) as further outlined on Exhibit “A-1” to the Lease. Notwithstanding the foregoing (i) such first offer right of Tenant shall commence only following the expiration or earlier termination of any existing lease pertaining to each such particular First Offer Space, and the first lease pertaining to each such First Offer Space entered into by Landlord after the date of this Lease (collectively, the “Superior Leases”), including any renewal of such existing or future lease, whether or not such renewal is pursuant to an express written provision in such lease, and regardless of whether any such renewal is consummated pursuant to a lease amendment or a new lease, and (ii) such first offer right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights granted to the tenants of the Superior Leases (the rights described in items (i) and (ii), above to be known collectively as “Superior Rights” and, each individually, a “Superior Right”). Tenant’s right of first offer shall be on the terms and conditions set forth in this Right of First Offer to Lease. Tenant’s right of first offer shall only be in effect during the initial Lease Term.

Right of First Offer to Lease. THIS RIGHT OF FIRST OFFER TO LEASE is attached to the Lease between ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASSOCIATES, LIMITED PARTNERSHIP, a Nevada limited partnership, (the “Landlord”) and CARDIOVASCULAR BIOTHERAPEUTICS, INC., a Delaware corporation, (the “Tenant”).

Right of First Offer to Lease. The Landlord shall provide the Tenant with a right of first offer (the “ROFO”) to lease Premises after the expiry of the last Renewal Term. If the Landlord intends to lease the Premises within six months after the expiry of the last Renewal Term, the Landlord shall give the Tenant written notice of its intention to lease the Premises and a summary of its proposed lease terms and the Tenant shall have 30 days (the “