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 Lease, excluding Article 6 hereof and subject to such other modifications as may be reasonably necessary to reflect differences in the First Offer Space and/or in the economic and other terms applicable to Tenant’s leasing of such First Offer Space pursuant to the First Offer Notice. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant’s receipt of such First Offer Notice, then Landlord shall thereafter have the right to lease the First Offer Space, at any time within two hundred seventy (270) days thereafter, to such persons or entities and on such terms as Landlord in its sole discretion may deem appropriate, without any further limitation or restriction hereunder. If Landlord does not lease the First Offer Space to any such person or entity within such two hundred seventy (270) days, this First Offer Right shall reattach to the First Offer Space on all of the same terms set forth above, except that in connection with any subsequent First Offer Notice delivered by Landlord to Tenant with respect to any First Offer Space that has previously been the subject of a First Offer Notice which did not result in the leasing of such First Offer Space by Tenant, Tenant’s time to reach a written agreement with Landlord in response to such subsequent First Offer Notice shall be reduced from ten (10) business days to five (5) business days.
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Right of First Offer to Lease. After the original Lease up of the Project, Tenant shall have the right of first offer (a“Right of First Offer”) Landlord has advised Tenant that Buildings F to lease the approximately 12,500 square foot space contiguous to the Premises as depicted on Exhibits A 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 C attached hereto (the “Existing Rigel LeaseExpansion Space”). Landlord shall not lease all or any portion of the First Offer Buildings at any time ) as it becomes available during the term of this lease (as extended, if applicable), except in compliance the Lease. Landlord shall provide Tenant with this Section 6.2; provided, however, that written notice of the foregoing restriction shall not apply during any period in which Tenant is in default under this Lease, beyond any applicable notice and cure periodsavailability of the Expansion Space, and provided further, however, that Tenant shall have ten (10) days from receipt of Landlord’s availability notice within which to forward written notice to Landlord of Tenant’s rights pursuant irrevocable intent to this Section 6.2 are subordinate to lease that part of the rights Expansion Space described in Landlord’s availability notice with a term commencing no later than the earlier of Rigel Pharmaceuticals(i) thirty (30) days following the date of Tenant’s notice, Inc. or (ii) the date the Expansion Space actually becomes available, 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 expiring coterminous with the term of this Lease (as extended, if applicable), any except in the last thirty-six (36) months of the Initial Term as provided below). In the event that Tenant fails to exercise its rights described herein, Tenant’s rights shall be null and void as to the occupancy included in Landlord’s notice, but the first offer to Lease set forth herein shall again be effective after the space is re-leased and then vacated. In the event that Tenant’s notice of its election to exercise its Right of First Offer Buildings or any portion thereof becomes available for leasing by Landlord and Landlord intends is exercised in the last thirty-six (36) months of the Lease Term (as extended pursuant to pursue the leasing of such First Offer Building(sSection 4.(b) 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 periodsherein), then Landlord Tenant’s notice shall first give written also include Tenant’s notice of such intention its election 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 exercise either its first 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 Lease, excluding Article 6 hereof and subject to such other modifications as may be reasonably necessary to reflect differences in the First Offer Space and/or in the economic and other terms applicable to Tenant’s leasing of such First Offer Space pursuant to the First Offer Notice. If Landlord and Tenant fail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant’s receipt of such First Offer Notice, then Landlord shall thereafter have the right to lease the First Offer Space, at any time within two hundred seventy (270) days thereafter, to such persons or entities and on such terms as Landlord in its sole discretion may deem appropriate, without any further limitation or restriction hereunder. If Landlord does not lease the First Offer Space to any such person or entity within such two hundred seventy (270) days, this First Offer Right shall reattach to the First Offer Space on all of the same terms second Option set forth above, except that in connection with any subsequent First Offer Notice delivered by Landlord to Tenant with respect to any First Offer Space that has previously been the subject of a First Offer Notice which did not result in the leasing of such First Offer Space by Tenant, Tenant’s time to reach a written agreement with Landlord in response to such subsequent First Offer Notice shall be reduced from ten (10) business days to five (5) business days.Section 4.(b)
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Right of First Offer to Lease. So long as the Lease is in full force and ----------------------------- effect and no Event of Default has occurred and is then continuing and no facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, Landlord hereby grants to Tenant a right of first offer (the "Right of First Offer") to expand the Demised Premises to include space in the Building that directly adjoins the Demised Premises (the "Offer Space") subject to the terms and conditions set forth herein. The term "directly adjoins", as used in the preceding sentence, shall mean space which actually adjoins the Demised Premises. By way of example, the Demised Premises is to contain approximately 414,504 square feet, located at one end of the Building, leaving approximately 414,504 square feet in the remainder of the Building. A lease by Landlord of approximately 200,000 square feet at the opposite end of the Building from the Demised Premises (thereby leaving approximately 214,504 square feet of space directly adjoining the Demised Premises) would not be subject to the Right of First Offer and would not constitute Offer Space.
(a) Landlord has advised Tenant that Buildings F Tenant's then current financial condition, as revealed by its most current financial statements (which shall include quarterly and G in the Centerannual financial statements, designated including income statements, balance sheets, and cash flow statements, as “First Offer Buildings” on the Site Plan (collectively, the “First Offer Buildings”required by Landlord), 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, must demonstrate either that Tenant’s rights pursuant 's net worth is at least equal to this Section 6.2 are subordinate its net worth at the time the Lease was signed; or that Tenant otherwise meets financial criteria acceptable 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 timeLandlord.
(b) IfThe term of the Right of First Offer shall commence on the Lease Commencement Date and continue throughout the initial Term (the "First Offer Period"), at unless sooner terminated pursuant to the terms hereof.
(c) Subject to the other terms of this Right of First Offer, after any time part of the Offer Space has or will "become available" (as defined herein) for leasing by Landlord, Landlord shall not, during the term of the Right of First Offer, lease to a third party that available portion of the Offer Space (the "Available Offer Space") without first offering Tenant the right to lease such Available Offer Space as set forth herein.
(i) Space shall be deemed to "become available" when Landlord desires to lease all or a portion of the Offer Space.
(ii) Notwithstanding subsection c(i) above, Offer Space shall not be deemed to "become available" if the space is (a) assigned or subleased by the current tenant of the space; or (b) re-let by the current tenant of the space by renewal, extension, or renegotiation (Tenant hereby acknowledging that as of the Lease Date, a tenant currently occupies all of the Offer Space) or (c) leased on a temporary basis for a period of less than twelve (12) months without any right to extend.
(d) Consistent with subsection (c), Landlord shall not lease any such Available Offer Space to a third party unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the "Offer"). The Offer shall contain (i) a description of the Available Offer Space (which description shall include the square footage amount and location of such Available Offer Space) and an attached floor plan that shows the Available Offer Space; (ii) the date on which Landlord expects the Available Offer Space to become available; (iii) the base rent for the Available Offer Space; (iv) the increase in Tenant's Operating Expense Percentage as defined in Section 1(j) of the Lease, (v) and the term for the Available Offer Space (which shall be no less than the remainder of the Term of this Lease (as extended, if applicablethen in effect), any . Upon receipt of the Offer, Tenant shall have the right, for a period of five (5) calendar days after receipt of the Offer, to exercise the Right of First Offer Buildings or any portion thereof becomes available for leasing by giving Landlord written notice that Tenant desires to lease the Available Offer Space at the base rent and Landlord intends upon the special terms and conditions as are contained in the Offer. If the term of the Available Offer Space expires after the Term of the Lease, the Term of the Lease shall be extended 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 be coterminous with the Rigel Lease as term of 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 Available Offer Space and the rent, improvement allowance and other material terms Annual Base Rent per square foot for the existing Demised Premises during said extension shall be based upon which Landlord proposes to offer such First the greater of (i) the base rent per square foot for the Available Offer Space or (ii) the Annual Base Rent per square foot of the Demised Premises for the last year of the Term multiplied by an amount equal to prospective tenantsthe sum of (a) 100% plus (b) three percent (3%) multiplied by the number of years or partial years of the current Term for which there has not been an escalation of Base Rent. If Tenant has an extension option under this Lease and Landlord the Term of this Lease is deemed extended to be coterminous with the expiration date set forth in the Offer, then the applicable extension option shall have ten be deemed exercised for the period of time required to make the Term of this Lease coterminous with the expiration date of the Offer (10) business days after Tenant’s receipt of such First Offer Notice in which and any partial extension term then remaining shall be subject to reach agreement on all the terms and achieve execution conditions of a written lease amendment or other written agreement regarding Tenant’s leasing and occupancy of Special Stipulation 2 above).
(e) If, within such five (5)-day period, Tenant exercises 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 Right of First Offer Space would be similar to this LeaseOffer, excluding Article 6 hereof and subject to such other modifications as may be reasonably necessary to reflect differences in the First Offer Space and/or in the economic and other terms applicable to Tenant’s leasing of such First Offer Space pursuant to the First Offer Notice. If then Landlord and Tenant fail shall amend the Lease to reach agreement on all include the Available Offer Space subject to the same terms and achieve execution conditions as the Lease, as modified by the terms and conditions of a written lease the Offer. If this Lease is guaranteed now or at anytime in the future, Tenant simultaneously shall deliver to Landlord an original, signed, and notarized reaffirmation of each Guarantor's personal guaranty, in form and substance acceptable to Landlord.
(f) If, within ten such five (10) business days after Tenant’s receipt 5)-day period, Tenant declines or fails to exercise the Right of such First Offer NoticeOffer, then Landlord shall thereafter then have the right to lease the First Available Offer SpaceSpace in portions or in its entirety to a third party, unrelated to and unaffiliated with Landlord, at any time within two hundred seventy (270) days thereafter, without regard to such persons or entities the restrictions in this Right of First Offer and on such whatever terms as and conditions Landlord may decide in its sole discretion may deem appropriatediscretion, provided the base rent (as adjusted to account for any changes in the tenant improvement allowance), additional rent and any rent concessions are not substantially more favorable to such tenant than those set forth in the Offer, without again complying with all the provisions of this Right of First Offer.
(g) In the event that the Available Offer Space is leased to such a third party, this Right of First Offer shall be subordinate to any further limitation extension or restriction hereunderrenewal options contained in said lease. Further, if at the end of the term of said third party lease, said third party tenant desires to remain in the Offer Space, Landlord shall be entitled to renew said lease and this Right of First Offer shall be subject and subordinate to said renewal.
(h) If Landlord does not desires to lease the Available Offer Space at a base rent rate substantially less than the base rent rate set forth in the Offer (provided, that if the base rent rate is at least ninety percent (90%) of the base rent rate set forth in the Offer, said base rent rate shall be conclusively deemed to be not substantially less than the base rent set forth in the Offer), or if Landlord desires to materially alter or modify the special terms and conditions of the Offer, if any, Landlord shall be required to present the altered or modified Offer to Tenant pursuant to this Right of First Offer, in the same manner that the original Offer was submitted to Tenant.
(i) This Right of First Offer Space is personal to Saleslink Corporation (and any such person assignee pursuant to Special Stipulation 10 hereinabove) and shall become null and void upon the occurrence of an assignment (except for an assignment allowed without Landlord's consent pursuant to Special Stipulation 10 hereinabove) of Tenant's interest in the Lease or entity within such two hundred seventy (270) days, this First Offer Right shall reattach to the First Offer Space on a sublet of all or a part of the same terms set forth above, except that in connection with any subsequent First Offer Notice delivered by Landlord to Tenant with respect to any First Offer Space that has previously been the subject of a First Offer Notice which did not result in the leasing of such First Offer Space by Tenant, Tenant’s time to reach a written agreement with Landlord in response to such subsequent First Offer Notice shall be reduced from ten (10) business days to five (5) business daysDemised Premises.
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