Common use of Termination of Right of First Offer Clause in Contracts

Termination of Right of First Offer. The rights contained in this Section 1.2 shall be personal to the Original Tenant or a Permitted Assignee, as the case may be, and may only be exercised by the Original Tenant or a Permitted Assignee, as the case may be (and not any other assignee, or any sublessee or other transferee of Tenant’s interest in this Lease) if the Original Tenant or a Permitted Assignee, as the case may be, occupies at least two (2) full floors of the Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease First Offer Space in the event that less than two (2) years remain prior to the Lease Expiration Date, as same may be extended pursuant to the terms of Section 2.2 below. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.2, if, as of the date of the attempted exercise of the Right of First Offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default (beyond any applicable notice and cure period) under this Lease or Tenant has previously been in default (beyond any applicable notice and cure period) under this Lease more than once in the immediately preceding twelve (12) month period.

Termination of Right of First Offer. The rights contained in this Section 1.2 1.4 shall be personal to the Original Tenant or a and any Permitted Transferee Assignee, as the case may beand 692500.09/WLA371593-00023/6-13-12/ao/ao -▇▇- ▇▇▇ ▇▇▇▇▇▇[▇▇▇▇▇▇ Realty, and L.P.][Concur Technologies, Inc.] may only be exercised by the Original Tenant or a and any Permitted Assignee, as the case may be Transferee Assignee (and not any other assignee, or any sublessee or other transferee of Tenant’s 's interest in this Lease) if the Original Tenant or a such Permitted AssigneeTransferee Assignee occupies the entire Premises (or, as if the case may be, occupies at least two (2) full floors of the Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease First Offer Space in the event that less than two (2) years remain is delivered prior to the Lease Expiration Commencement Date, if the Original Tenant or Permitted Transferee Assignee has not subleased any portion of the Premises). The right of first offer granted herein shall terminate as same may be extended pursuant to particular First Offer Space upon the terms failure by Tenant to exercise its right of Section 2.2 belowfirst offer with respect to such First Offer Space as offered by Landlord. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.21.4, if, as of the date of the attempted exercise of the Right any right of First Offer first offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in monetary default under this Lease (beyond any the applicable notice and cure periodperiod set forth in this Lease) under this Lease or Tenant has previously been in monetary default under this Lease (beyond any the applicable notice and cure periodperiod set forth in this Lease) under this Lease more than once twice in the immediately preceding twelve (12) month period.

Termination of Right of First Offer. The rights contained in this Section 1.2 1.4.5 shall be personal to the Original Tenant or a and any Permitted Assignee, as the case may beTransferee, and may only be exercised by the Original Tenant or a and such Permitted Assignee, as the case may be Transferee (and not any other assignee, or any sublessee or other transferee of Tenant’s or such Permitted Transferee’s interest in this the Lease) if the Original Tenant or a such Permitted Assignee, Transferee occupies the entire Premises as the case may be, occupies at least two (2) full floors of the Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have date of the attempted exercise of the right to lease of first offer by Tenant and as of the scheduled date of delivery of such First Offer Space in to Tenant. The right of first offer granted herein shall terminate with respect to any particular First Offer Space upon the event that less than two (2) years remain prior failure by Tenant to exercise its right of first offer with respect to the Lease Expiration Date, as same may be extended pursuant to the terms of Section 2.2 belowFirst Offer Space so offered by Landlord. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.21.4, if, as of the date of the attempted exercise of the Right any right of First Offer first offer by Tenant, or or, as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in monetary or material non-monetary default under this Lease (beyond any the applicable notice and cure periodperiod provided in this Lease) under this Lease or Tenant has previously been in monetary or material non-monetary default under this Lease (beyond any the applicable notice and cure periodperiod provided in this Lease) under this Lease more than once in during the immediately preceding prior twelve (12) month period.

Termination of Right of First Offer. The rights contained in this Section 1.2 43 shall be personal to the Original Tenant or a and its Permitted Assignee, as the case may beTransferee, and may only be exercised by the Original Tenant or a its Permitted Assignee, as the case may be Transferee (and not by any other assignee, or any sublessee or other transferee Transferee of Tenant’s 's interest in this Lease) if the Original Tenant or its Permitted Transferee occupies the entire Premises; provided, however that Permitted Occupants shall be considered occupancy by Tenant for the purposes of the foregoing occupancy requirement. The right of first offer granted herein shall terminate immediately upon (i) the failure by Tenant to exercise its right of first offer as offered by Landlord or (ii) any assignment of this Lease by Tenant or sublease of the 331 Premises for the remainder of the Lease Term (in each instance other than to a Permitted Assignee, as the case may be, occupies at least two (2) full floors of the Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease First Offer Space in the event that less than two (2) years remain prior to the Lease Expiration Date, as same may be extended pursuant to the terms of Section 2.2 belowTransferee). Tenant shall not have the right to lease the First Offer Space, as provided in this Section 1.243, if, as of the date of the attempted exercise of the Right any right of First Offer first offer by Tenant, or as of the scheduled date of delivery of such the First Offer Space to Tenant, Tenant is in default (under this Lease, beyond any applicable notice and cure period) under periods expressly set forth in this Lease Lease, or Tenant has previously been in default (under this Lease, beyond any and applicable notice and cure period) under period set forth in this Lease Lease, more than once in two (2) times during the immediately preceding twelve (12) month periodLease Term.

Termination of Right of First Offer. The rights contained in this Section 1.2 1.3 shall be personal to the Original Tenant or and any Permitted Transferee pursuant to a Permitted Assignee{3925-00031/01363433;7} -7- SHORES CENTERSoleno Therapeutics, as the case may beInc. Transfer, and may only be exercised by the Original Tenant or a and any Permitted Assignee, as the case may be Transferee (and not by any other assignee, or any sublessee or other transferee "Transferee," as that term is defined in Section 14.1 of this Lease, of Tenant’s 's interest in this Lease) if the Original Tenant or a Permitted Assignee, as Transferee leases the case may be, occupies at least two (2) full floors of the entire Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease First Offer Space in the event that less than two (2) years remain prior to the Lease Expiration Date, as same may be extended pursuant to the terms of Section 2.2 below. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.21.3, if, as of the date of the attempted exercise of any right of first offer by T▇▇▇▇▇, as of the Right of date Landlord and Tenant execute the First Offer by TenantAmendment, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default (under this Lease beyond any applicable notice or cure period or Tenant has previously been in monetary default or material non-monetary default beyond any applicable notice and cure period) under this Lease or Tenant has previously been in default (beyond any applicable notice and cure period) period under this Lease more than once twice (the "Option Conditions"); provided Landlord shall have the right to waive the Option Conditions in the immediately preceding twelve (12) month periodLandlord's sole discretion.

Termination of Right of First Offer. The rights contained in this Section 1.2 shall be personal to the Original Tenant or a Permitted Assignee, as the case may beTenant, and may only be exercised by the Original Tenant or a and any Permitted Assignee, Transferee (as the case may be defined in Section 14.8) (and not any other assignee, or any sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant or a any Permitted Assignee, as Transferee occupies the case may be, occupies at least two (2) full floors of the entire Lab Premises. Landlord shall have no obligation to provide a First Offer Notice to TenantExcept as expressly set forth in this Section 1.3, and Tenant shall not have the right of first offer granted herein shall terminate as to lease particular First Offer Space in upon the event that less than two (2) years remain prior failure by Tenant to the Lease Expiration Date, exercise its right of first offer with respect to such First Offer Space as same may be extended pursuant to the terms of Section 2.2 belowoffered by Landlord. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.21.3, if, as of the date of the attempted exercise of the Right any right of First Offer first offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default (beyond under this Lease, after the expiration of any applicable notice and cure period) under this Lease , or Tenant has previously been in default (beyond default, after the expiration of any applicable notice and an cure period) , under this Lease more than once in the immediately preceding twelve (12) month periodmonths preceding the date Landlord would otherwise be obligated to give to Tenant the First Offer Notice.

Termination of Right of First Offer. The rights contained in this Section 1.2 Article 30 shall be personal to the Original Tenant or a Permitted Assignee, as the case may beTenant, and may only be exercised by the Original Tenant or a Permitted Assignee, as the case may be its Affiliates (and not any other assignee, or any sublessee or other transferee of the Original Tenant’s 's interest in this Lease) if the Original Tenant or ). The right of first offer granted herein shall terminate upon a Permitted Assignee, as the case may be, occupies at least two (2) full floors subsequent non-Affiliate owner taking ownership of the Premises. Landlord Project as part of a multi-property (or portfolio) sales transaction (which shall have no obligation be deemed to provide include, but not limited to, a First Offer Notice to Tenanttransaction, and Tenant shall not have the right to lease First Offer Space in the event that less than two (2) years remain prior to the Lease Expiration Datewhether by foreclosure, as same may be extended pursuant to the terms a deed-in-lieu of Section 2.2 belowforeclosure, or otherwise, where Landlord's lender takes ownership). Tenant shall not have the right to lease First Offer Spacepurchase the Project, as provided in this Section 1.2Article 30, if, as of the date of the attempted exercise of the Right right of First Offer first offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to TenantClosing Date, (i) Tenant is in default under this Lease (beyond any applicable notice and cure periodperiods); provided, however, Tenant may retain its right to purchase the Project if Tenant cures any such default within three (3) under this Lease business days of (A) Landlord's receipt of Tenant's Election Notice, or (B) the originally scheduled Closing Date, as the case may be, or (ii) Tenant has previously been in economic default under this Lease (beyond any applicable notice and cure periodperiods) under this Lease more than once in twice during the immediately preceding twelve previous nine (129) month period.. [continued on following page]

Termination of Right of First Offer. The rights contained in this Section 1.2 Right of First Offer shall be personal to the Original Tenant or a and any Permitted Transferee Assignee, as the case may be, and may only be exercised by the Original Tenant or a such Permitted Assignee, as the case may be Transferee Assignee (and not any other assignee, or any sublessee or other transferee of Tenant’s 's interest in this Lease) if the Original Tenant or a any Permitted Assignee, as Transferee Assignee occupies the case may be, occupies at least two (2) full floors of the entire Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease First Offer Space in the event that less than two (2) years remain prior to the Lease Expiration Date, as same may be extended pursuant to the terms of Section 2.2 below. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.2, if, as of the date of the attempted exercise of the any Right of First Offer by Tenant, or or, at Landlord's option, as of the scheduled date of delivery of such First Offer Space to Tenant, (i) Tenant is in monetary or material non-monetary default under this Lease (beyond any the applicable notice and cure periodperiods) under this Lease or Tenant has previously been in default (beyond any applicable notice and cure period) under this Lease more than once in during the immediately preceding twelve (12) month period, (ii) Tenant has made a Transfer (as defined in Section 14.1 below) of more than twenty-five percent (25%), in the aggregate, of the Premises other than to a Permitted Transferee (as that term is defined in Section 14.8 below), (iii) Tenant (or its Permitted Transferee, as the case may be) has vacated more than twenty-five percent (25%), in the aggregate, of the Premises for more than thirty (30) consecutive days, other than as a result of Alterations performed pursuant to Article 8 below or relating to a Casualty pursuant to Article 11 below, and/or (iv) less than fifteen (15) months then remain in the initial Lease Term (and in no event shall Tenant's Right of First Offer be applicable during the Option Term).

Termination of Right of First Offer. The rights contained in this Section 1.2 10 shall be personal to the Original Lessee and any Tenant or a Permitted Affiliate Assignee, as the case may be, and may only be exercised by the Original Tenant Lessee or a Permitted Tenant Affiliate Assignee (and not by any assignee, sublessee or other transferee) if Original Lessee or Tenant Affiliate Assignee, as the case may be (and not any other assignee, or any sublessee or other transferee of Tenant’s interest in this Lease) if the Original Tenant or a Permitted Assignee, as the case may beapplicable, occupies at least two (2) full floors of the entire Premises. Landlord The right of first offer granted herein shall have no obligation terminate as to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease particular First Offer Space in upon the event that less than two (2) years remain prior failure by Lessee to the Lease Expiration Date, exercise its right of first offer with respect to such First Offer Space as same may be extended pursuant to the terms of Section 2.2 belowoffered by Lessor. Tenant Lessee shall not have the right to lease First Offer Space, as provided in this Section 1.210, if, as of the date of the attempted exercise of any right of first offer by Lessee, as of the Right of date Lessor and Lessee execute the First Offer by TenantAmendment, or as of the scheduled date of delivery of such First Offer Space to TenantLessee, Tenant Lessee is in default (under the Lease, as amended, beyond any applicable notice and cure period) under this Lease period expressly set forth in the Lease, as amended, or Tenant Lessee has previously been in default (under the Lease, as amended, beyond any applicable notice and cure period) under this Lease period expressly set forth in the Lease, as amended, more than once in during the immediately preceding twelve (12) month periodperiod (the (“Option Conditions”); provided Lessor shall have the right to waive the Option Conditions in Lessor’s sole discretion.

Termination of Right of First Offer. The rights contained in this Section 1.2 SECTION 1.3 shall be personal to the Original Tenant or a Permitted Assignee, as the case may beTenant, and may only be exercised by the Original Tenant or a Tenant, its Affiliates and any Permitted Assignee, as the case may be Assignee (and not any other assignee, or any sublessee or other transferee of the Original Tenant’s 's interest in this Lease) if the Original Tenant or a Permitted Assignee, ). The right of first offer granted herein shall terminate as the case may be, occupies at least two (2) full floors of the Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease particular First Offer Space in upon (i) a subsequent non-Affiliate owner (specifically including, but not limited to, a lender who takes ownership, whether by foreclosure, a deed-in-lieu of foreclosure, or otherwise) taking ownership of the event that less than two Building or either of the FO Buildings, or (2ii) years remain prior the failure by Tenant to the Lease Expiration Date, exercise its right of first offer with respect to such First Offer Space as same may be extended pursuant to the terms of Section 2.2 belowoffered by Landlord. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.2SECTION 1.3, if, as of the date of the attempted exercise of the Right any right of First Offer first offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default under this Lease (beyond any applicable notice and cure periodperiods) under this Lease or Tenant has previously been in economic default under this Lease (beyond any applicable notice and cure periodperiods) under this Lease more than once in twice during the immediately preceding twelve previous nine (129) month period.

Termination of Right of First Offer. The rights contained in this Section 1.2 6 shall be personal to the Original Tenant or and a Permitted Assignee, as the case may be, and may only be exercised by the Original Tenant or a Permitted Assignee, as the case may be (and not any other assignee, or any sublessee or other transferee of the Original Tenant’s interest in this the Lease, as amended) if the Lease then remains in full force and effect and the Original Tenant or a Permitted Assignee, as the case may be, occupies at least two (2) full floors is in occupancy of the entire Premises. In the event that Landlord shall have no obligation to provide delivers a First Offer Notice to TenantTenant the date that is three (3) years prior to the expiration of the New Premises, then, notwithstanding any provision to the contrary set forth herein, the First Offer Term shall expire as of the expiration date set forth in the First Offer Notice (and not coterminously with the New Premises Term). Tenant shall not have the right to lease First any Offer Space in the event that less than two (2) years remain prior to the Lease Expiration Date, as same may be extended pursuant to the terms of Section 2.2 below. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.26, only if, as of the date of the attempted exercise of the any Right of First Offer by Tenant, or or, at Landlord’s option, as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in no event of default shall be continuing hereunder and not more than one (1) event of default, beyond any applicable notice and cure period) under this Lease or Tenant has previously been in default (beyond any applicable notice and cure period) under this Lease more than once in , shall have occurred during the immediately preceding twelve (12) month periodNew Premises Term.