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 amount of any free rent period shall each be appropriately reduced based on the proportion that the then remaining Term of the Lease bears to the proposed term of the leasing of such Available Space. If Tenant desires to lease such Available Space upon such terms, then Tenant shall deliver a notice to Landlord (each an "Acceptance Notice") within ten (10) business days following delivery of the Offer Notice together with a confirmation, reasonably satisfactory to Landlord, executed by the guarantor of this Lease which shall confirm that the guaranty shall extend to the leasing of such Available Space. If Tenant shall fail to deliver an Acceptance Notice within such time period, Tenant shall be deemed to have rejected Landlord's offer, and except as otherwise provided for herein, Landlord shall have no further obligations, and Tenant shall have no further right, with respect to the Available Space that is the subject to the applicable Offer Notice. Notwithstanding the foregoing, if Tenant shall fail to timely accept an offer contained in an Offer Notice as provided above, and Landlord shall fail to enter into a lease for the Available Space that was the subject of such Offer Notice (x) at a net effective rent of at least 90% of the net effective rent set forth in such Offer Notice and (y) otherwise on terms not materially more favorable to the tenant than those contained in such Offer Notice within six (6) months following the delivery of such Offer Notice (it being understood that Landlord shall not have the right to enter into a lease for such Available Space that does not satisfy the conditions in clauses (x) and (y) above unless Landlord shall again comply with the provisions of Section 27), then Landlord shall be obligated to comply with the provisions of this Section 27 if Landlord subsequently intends to lease such Available Space. If Tenant shall properly deliver an Acceptance Notice, then: (i) Tenant shall lease the applicable Available Space on the terms set forth in the Offer Notice, except that the term of the leasing of such Available Space shall be coterminous with the Term, and (ii) from and after the commencement date of the leasing of the Available Space as set forth in the Offer Notice, the applicable Available Space shall be deemed to be part of the Premises and subject to all of the terms and conditions of this Lease (except that the terms of the Acceptance Notice shall supersede any conflicting or inconsistent terms of this Lease except as provided in the first paragraph of this Section 27. If Landlord shall not deliver to Tenant vacant possession of any Available Space as to which Tenant delivered an Acceptance Notice on or before the date that is three (3) months following the anticipated commencement date of the leasing of such Available Space, then Tenant shall have the right to render null and void such Acceptance Notice by delivery of notice thereof to Landlord. If Tenant delivers such notice, then unless vacant possession of such Available Space has been delivered to Tenant prior to the giving of such notice, such Acceptance Notice shall be null and void and of no further force or effect and neither party shall have any further rights of claims against the other by reason hereof; provided, however, if subsequent to Tenant's Acceptance Notice being rendered null and void Landlord intends to lease such Available Space, Landlord shall be obligated to comply with the provisions of this Section 27. Notwithstanding any of the foregoing to the contrary, Landlord shall have no obligation to first offer to lease to Tenant the Available Space in accordance with this Section 27 if at the time Landlord would have sent to Tenant the Offer Notice, Tenant is then in Default of any of its conditions or obligations under this Lease. If Tenant is so then in Default, Landlord may proceed to lease the Available Space to any third party without Tenant having any prior rights to lease the Available Space.
Appears in 1 contract
Sources: Sublease Agreement (Ziplink Inc)
Right of First Offer to Lease. Tenant shall have the right to add a continuing (subject to the Premisesterms hereof) right of first offer during the Extended Term (not including the Option Term, upon if applicable) with respect to available space (as such availability is determined by Landlord in its sole but good faith discretion) containing a minimum of 5,000 rentable square feet (i) on the plaza level and third (3rd) floors of the Building and (ii) in the building located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Court (collectively, “First Offer Space”). Notwithstanding the foregoing, the lease term for Tenant’s lease of the First Offer Space pursuant to Tenant’s exercise of such first refusal right of Tenant shall commence only following the expiration or earlier termination of any existing lease pertaining to the First Offer Space, including any renewal or extension of any such existing lease, whether or not such renewal or extension is pursuant to an express written provision in such lease, and regardless of whether any such renewal or extension is consummated pursuant to a lease amendment or a new lease, and (ii) such first refusal right shall be subordinate and secondary to all rights of expansion, first refusal, first offer or similar rights granted to (x) the tenant of any such existing lease and (y) any other tenant of the Project, in either case, as of the date hereof (the rights described in items (i) and (ii), above to be known collectively as “Superior Rights; provided, however, that except for the renewals of leases existing as of the date hereof pertaining to the First Offer Space by the following tenants, the First Offer Space is not subject to any Superior Rights: West Health Incubator; Scripps Health; San Diego County Credit Union; Lyon & Associates; Bioedge; The Scripps Research Institute; Auspex; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; and HLS. Tenant’s right of first offer shall be on 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 amount of any free rent period shall each be appropriately reduced based on the proportion that the then remaining Term of the Lease bears to the proposed term of the leasing of such Available Space. If Tenant desires to lease such Available Space upon such terms, then Tenant shall deliver a notice to Landlord (each an "Acceptance Notice") within ten (10) business days following delivery of the Offer Notice together with a confirmation, reasonably satisfactory to Landlord, executed by the guarantor of this Lease which shall confirm that the guaranty shall extend to the leasing of such Available Space. If Tenant shall fail to deliver an Acceptance Notice within such time period, Tenant shall be deemed to have rejected Landlord's offer, and except as otherwise provided for herein, Landlord shall have no further obligations, and Tenant shall have no further right, with respect to the Available Space that is the subject to the applicable Offer Notice. Notwithstanding the foregoing, if Tenant shall fail to timely accept an offer contained in an Offer Notice as provided above, and Landlord shall fail to enter into a lease for the Available Space that was the subject of such Offer Notice (x) at a net effective rent of at least 90% of the net effective rent set forth in such Offer Notice and (y) otherwise on terms not materially more favorable to the tenant than those contained in such Offer Notice within six (6) months following the delivery of such Offer Notice (it being understood that Landlord shall not have the right to enter into a lease for such Available Space that does not satisfy the conditions in clauses (x) and (y) above unless Landlord shall again comply with the provisions of Section 27), then Landlord shall be obligated to comply with the provisions of this Section 27 if Landlord subsequently intends to lease such Available Space. If Tenant shall properly deliver an Acceptance Notice, then: (i) Tenant shall lease the applicable Available Space on the terms set forth in the Offer Notice, except that the term of the leasing of such Available Space shall be coterminous with the Term, and (ii) from and after the commencement date of the leasing of the Available Space as set forth in the Offer Notice, the applicable Available Space shall be deemed to be part of the Premises and subject to all of the terms and conditions of this Lease (except that the terms of the Acceptance Notice shall supersede any conflicting or inconsistent terms of this Lease except as provided in the first paragraph of this Section 27. If Landlord shall not deliver to Tenant vacant possession of any Available Space as to which Tenant delivered an Acceptance Notice on or before the date that is three (3) months following the anticipated commencement date of the leasing of such Available Space, then Tenant shall have the right to render null and void such Acceptance Notice by delivery of notice thereof to Landlord. If Tenant delivers such notice, then unless vacant possession of such Available Space has been delivered to Tenant prior to the giving of such notice, such Acceptance Notice shall be null and void and of no further force or effect and neither party shall have any further rights of claims against the other by reason hereof; provided, however, if subsequent to Tenant's Acceptance Notice being rendered null and void Landlord intends to lease such Available Space, Landlord shall be obligated to comply with the provisions of this Section 27. Notwithstanding any of the foregoing to the contrary, Landlord shall have no obligation to first offer to lease to Tenant the Available Space in accordance with this Section 27 if at the time Landlord would have sent to Tenant the Offer Notice, Tenant is then in Default of any of its conditions or obligations under this Lease. If Tenant is so then in Default, Landlord may proceed to lease the Available Space to any third party without Tenant having any prior rights to lease the Available Space7.
Appears in 1 contract
Sources: Lease (Orexigen Therapeutics, Inc.)
Right of First Offer to Lease. 22.2.1 Subject to the provisions of this Section 22.2, from and after the Rent Commencement Date, and provided that as of the date of the ROFO Notice (hereinafter defined) (i) there are at least three (3) years left in the Lease Term (or if any extension options remain, Tenant is willing to (and does) issue an irrevocable early exercise of its option to extend under Section 2.2 hereof within ten (10) days of Tenant’s receipt of the ROFO Notice (in which event the process for determining Base Rent during such Extension Term shall be timed to occur as if Tenant delivered its notice of extension 12 months before the end of the then-current term)), (ii) there has been no Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default hereunder (it being understood that if Tenant cures a default prior to the expiration of any applicable grace period, Tenant shall then be entitled to exercise its rights under this Section 22.2, so long as the condition in subsection (iii) hereafter is met), and (iii) Tenant (or an Affiliate pursuant to a Transfer permitted by this Lease) leases not less than one hundred percent (100%) of the Premises, Tenant shall have a right of first offer to lease all other rentable areas in the Building (the “ROFO Space”) if, as and when the same shall become available for lease (which right shall be a one-time right with respect to add each block of space), upon the terms and conditions specified in the ROFO Notice. Tenant’s right of first offer under this Section 22.2 is further subject to all currently-existing extension rights and/or expansion rights of tenants of the Project, if any. It is understood and agreed that Base Rent for the ROFO Space shall be the greater of (A) then-current Base Rent for the Premises, per rentable square foot, and (B) fair market rent.
22.2.2 After Landlord determines, in its reasonable judgment, that any of the ROFO Space is available for lease and all of the preconditions to the right of first offer granted to Tenant in this Section 22.2 have been met, Landlord shall deliver to Tenant a written notice offering to lease the applicable ROFO Space (the “Available Space”) to Tenant upon the terms and conditions set forth in this Section 27, any part of therein (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"“ROFO Notice”). 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 Tenant then 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 have five (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 amount of any free rent period shall each be appropriately reduced based on the proportion that the then remaining Term of the Lease bears to the proposed term of the leasing of such Available Space. If Tenant desires to lease such Available Space upon such terms, then Tenant shall deliver a notice to Landlord (each an "Acceptance Notice") within ten (105) business days following delivery after receipt of the Offer ROFO Notice together with a confirmation, reasonably satisfactory to Landlord, executed by the guarantor of this Lease which shall confirm that the guaranty shall extend to the leasing of such Available Space. If notify Landlord in writing whether Tenant shall fail to deliver an Acceptance Notice within such time period, Tenant shall be deemed to have rejected Landlord's offer, and except as otherwise provided for herein, Landlord shall have no further obligations, and Tenant shall have no further right, with respect to the Available Space that is the subject to the applicable Offer Notice. Notwithstanding the foregoing, if Tenant shall fail to timely accept an offer contained in an Offer Notice as provided above, and Landlord shall fail to enter into a lease for the Available Space that was the subject of such Offer Notice (x) at a net effective rent of at least 90% of the net effective rent set forth in such Offer Notice and (y) otherwise on terms not materially more favorable to the tenant than those contained in such Offer Notice within six (6) months following the delivery of such Offer Notice (it being understood that Landlord shall not have the will exercise its right to enter into a lease for such Available Space that does not satisfy the conditions in clauses (x) and (y) above unless Landlord shall again comply with the provisions of Section 27), then Landlord shall be obligated to comply with the provisions of this Section 27 if Landlord subsequently intends to lease such Available Space. If Tenant shall properly deliver an Acceptance Notice, then: (i) Tenant shall lease the applicable Available Space on the terms set forth in the Offer Notice, except that the term of the leasing of such Available Space shall be coterminous with the Term, and (ii) from and after the commencement date of the leasing of the Available Space as set forth in the Offer Notice, the applicable Available Space shall be deemed to be part of the Premises and subject to all of the terms and conditions of this Lease (except that the terms of the Acceptance Notice shall supersede any conflicting or inconsistent terms of this Lease except as provided in the first paragraph of this Section 27. If Landlord shall not deliver to Tenant vacant possession of any Available Space as to which Tenant delivered an Acceptance Notice on or before the date that is three (3) months following the anticipated commencement date of the leasing of such Available Space, then Tenant shall have the right to render null and void such Acceptance Notice by delivery of notice thereof to Landlord. If Tenant delivers such notice, then unless vacant possession of such Available Space has been delivered to Tenant prior to the giving of such notice, such Acceptance Notice shall be null and void and of no further force or effect and neither party shall have any further rights of claims against the other by reason hereof; provided, however, if subsequent to Tenant's Acceptance Notice being rendered null and void Landlord intends to lease such Available Space, Landlord shall be obligated to comply with the provisions of this Section 27. Notwithstanding any of the foregoing to the contrary, Landlord shall have no obligation to first offer to lease to Tenant the Available Space in accordance with this Section 27 if at the time Landlord would have sent to Tenant the Offer Notice, Tenant is then in Default of any of its conditions or obligations under this Lease. If Tenant is so then in Default, Landlord may proceed to lease the Available Space to any third party without upon the terms and conditions described in the ROFO Notice. If Tenant having any prior rights to lease the Available Space.fails to
Appears in 1 contract
Sources: Lease (Cogent Biosciences, Inc.)