Common use of Early Termination Option Clause in Contracts

Early Termination Option. Notwithstanding anything in this Lease to the contrary, provided no Event of Default exists upon either the exercise of the option to terminate, or upon the date of termination, Tenant shall have the option to terminate this Lease at the end of the eighty-fourth (84th) month following the Expansion Space Commencement Date, provided that (a) Tenant gives prior written notice of its intent to so terminate not later than the end of the seventy-fifth (75th) month following the Expansion Space Commencement Date; and (b) Tenant repays to Landlord an amount equal to the sum of the following: (i) the unamortized cost of the T.I. Allowance, free rent, and broker’s commissions, with such amount calculated in the same manner as the remaining principal balance of a fully amortizing loan bearing interest at the rate of six and one-half percent (6.5%) and having a ten (10) year term which commenced as of the Expansion Space Commencement Date, and (ii) the unamortized cost of any improvement allowance, free rent, and broker’s commissions paid or provided by Landlord for any additional space acquired by Tenant pursuant to Section 38(n), with such amount calculated in the same manner as the remaining principal balance of a fully amortizing loan bearing interest at the rate of six and one-half percent (6.5%) and having a term equal to the period from the commencement of such new space until the end of the initial term of this Lease (collectively, the “Early Termination Payment”). The Early Termination Payment is to be made concurrently with the rental payment due for the eighty-fourth (84th) month following the Expansion Space Commencement Date; (iii) Tenant pays Landlord an early termination fee in an amount equal to six (6) months of prepaid rental payments due for the eighty-fifth (85th) month through the end of the ninetieth (90th) month from the Expansion Space Commencement Date, such payment to be made concurrently with the rental payment due for the eighty-fourth (84th) month following the Expansion Space Commencement Date; and (iv) Tenant vacates the Premises on or before the end of the eighty-fourth (84th) month following the Expansion Space Commencement Date and leaves the Premises in the condition required by the Lease. For avoidance of doubt, the termination of this Lease pursuant to this provisions shall terminate any Tenant rights to space added to this Lease pursuant to Section 38(n).

Early Termination Option. Notwithstanding anything in this (a) So long as no Lease to the contrary, provided no Default or Lease Event of Default exists upon either has occurred and is continuing hereunder, at any time during the exercise Basic Lease Term, Lessee may give Lessor, the Lenders and Administrative Agent an irrevocable written notice (the “Early Termination Notice”) of the option to terminate, or upon the date of termination, Tenant shall have the option Lessee’s intention to terminate this Lease at and purchase the end Leased Property pursuant to this Section 17.22. Such notice shall (i) refer specifically to this Section 17.22, (ii) state that Lessee shall purchase the Leased Property in accordance with the provisions of Section 14.5 hereof by paying to Lessor the eighty-fourth Purchase Amount due on the date set forth in clause (84thiii), and (iii) month following specify the Expansion Space Commencement Datedate for such purchase, provided that (a) Tenant gives prior written notice which shall be the first Payment Date no less than 30 nor more than 90 days after the date of its intent to so terminate delivery the Purchase Notice, but in any event shall not be later than the end Termination Date. Upon such election, Lessee shall purchase the Leased Property in accordance with the provisions of the seventy-fifth (75th) month following the Expansion Space Commencement Date; and Section 14.5 hereof on such purchase date at such purchase price. (b) Tenant repays If Lessee has elected to Landlord purchase the Leased Property in accordance with paragraph (a), on the date of purchase, Lessee shall pay in cash or immediately available federal funds, as the purchase price therefor, an amount equal to the sum Purchase Amount. (c) Upon payment of the following: (i) Purchase Amount, this Lease shall terminate and the unamortized cost of the T.I. Allowance, free rent, and broker’s commissions, with such amount calculated in the same manner as the remaining principal balance of a fully amortizing loan bearing interest at the rate of six and one-half percent (6.5%) and having a ten (10) year term which commenced as of the Expansion Space Commencement Date, and (ii) the unamortized cost of any improvement allowance, free rent, and broker’s commissions paid or provided by Landlord for any additional space acquired by Tenant Leased Property shall be conveyed to Lessee pursuant to Section 38(n)14.5 hereof and in accordance with the terms and conditions thereof. If Lessee fails to purchase the Leased Property on the designated purchase date in accordance with the terms hereof, with such amount calculated in the same manner as the remaining principal balance failure shall immediately constitute a Lease Event of a fully amortizing loan bearing interest at the rate of six and one-half percent (6.5%) and having a term equal to the period from the commencement of such new space until the end Default hereunder. Time is of the initial term of essence with regard to Lessee’s obligations under this Lease (collectively, the “Early Termination Payment”). The Early Termination Payment is to be made concurrently with the rental payment due for the eighty-fourth (84th) month following the Expansion Space Commencement Date; (iii) Tenant pays Landlord an early termination fee in an amount equal to six (6) months of prepaid rental payments due for the eighty-fifth (85th) month through the end of the ninetieth (90th) month from the Expansion Space Commencement Date, such payment to be made concurrently with the rental payment due for the eighty-fourth (84th) month following the Expansion Space Commencement Date; and (iv) Tenant vacates the Premises on or before the end of the eighty-fourth (84th) month following the Expansion Space Commencement Date and leaves the Premises in the condition required by the Lease. For avoidance of doubt, the termination of this Lease pursuant to this provisions shall terminate any Tenant rights to space added to this Lease pursuant to Section 38(n)17.22.

Early Termination Option. Notwithstanding anything in this Lease to the contraryProvided that, provided no Event of Default exists upon either the exercise as of the option to terminatedate that Tenant exercises the Early Termination Option and as of the proposed Early Termination Date, Tenant is not in Default of any monetary obligations or upon the date of terminationmaterial non-monetary obligations under this Lease, in either case that remains uncured, Tenant shall have the option one-time right to terminate this Lease at (the end “Early Termination Option”), effective as of the date (which shall be the last day of a month) identified by Tenant in Tenant’s Early Termination Notice (the “Early Termination Date”), subject to Tenant’s timely satisfaction of the following terms and conditions: (a) the Early Termination Date shall be no earlier than the last day of seventy-second (72nd) full calendar month of the initial Term, and no later than that the last day of the eighty-fourth (84th) full calendar month following the Expansion Space Commencement Date, provided that (a) Tenant gives prior written notice of its intent to so terminate not later than the end of the seventy-fifth (75th) month following the Expansion Space Commencement Date; and initial Term, (b) Tenant repays shall deliver written notice to Landlord an amount equal of Tenant’s election to exercise the sum of the following: Early Termination Option (i) the unamortized cost of the T.I. Allowance, free rent, and broker’s commissions, with such amount calculated in the same manner as the remaining principal balance of a fully amortizing loan bearing interest at the rate of six and one-half percent (6.5%) and having a ten (10) year term which commenced as of the Expansion Space Commencement Date, and (ii) the unamortized cost of any improvement allowance, free rent, and broker’s commissions paid or provided by Landlord for any additional space acquired by Tenant pursuant to Section 38(n), with such amount calculated in the same manner as the remaining principal balance of a fully amortizing loan bearing interest at the rate of six and one-half percent (6.5%) and having a term equal to the period from the commencement of such new space until the end of the initial term of this Lease (collectively, the “Early Termination PaymentNotice”) no later than the date that is twelve (12) months prior to the Early Termination Date (the “Early Termination Deadline”), and (c) Tenant shall pay to Landlord an early termination fee, as provided in this Section (the “Early Termination Fee”). The Early Termination Payment Fee shall be an amount that is equal to be made concurrently with (i) One Million Four Hundred Thousand Dollars ($1,400,000), in the rental payment due for event the Early Termination Date occurs during the time period commencing on the last day of the seventy-second (72nd) full month of the initial Term and ending on the last day of the eighty-fourth third (84th83rd) full month following the Expansion Space Commencement Date; (iii) Tenant pays Landlord an early termination fee in an amount equal to six (6) months of prepaid rental payments due for the eighty-fifth (85th) month through the end of the ninetieth initial Term or (90thii) month from One Million One Hundred Thousand Dollars ($1,100,000), in the Expansion Space Commencement Date, such payment to be made concurrently with event the rental payment due for Early Termination Date occurs during the eighty-fourth (84th) month following time period commencing on the Expansion Space Commencement Date; and (iv) Tenant vacates the Premises on or before the end first day of the eighty-fourth (84th) full month following of the Expansion Space Commencement Date initial Term and leaves ending on the Premises last day of the eighty-fourth (84th) full month of the initial Term; provided, in either case, the condition Early Termination Fee required to be paid by the Lease. For avoidance of doubt, Tenant to effectuate the termination of the Lease as of the Early Termination Date shall be increased by the amount of any Rent that is due and payable by Tenant, regardless of whether Tenant received notice from Landlord that such Rent is outstanding. The Early Termination Fee shall be due and payable on the Early Termination Date. Time shall be of the essence as to Tenant’s exercise of the Early Termination Option and Tenant’s payment of the Early Termination Fee. The period of time within which Tenant may exercise the Early Termination Option and pay the Early Termination Fee shall not be extended or enlarged for any reason whatsoever, including Force Majeure (as defined below). Tenant assumes full responsibility for maintaining a record of the deadline to exercise the Early Termination Option and pay the Early Termination Fee. Tenant acknowledges that it would be inequitable to require Landlord to accept the exercise of the Early Termination Option after the Early Termination Deadline and/or the payment of the Early Termination Fee after the Early Termination Date. In the event Tenant does not timely exercise the Early Termination Option, the Early Termination Option shall be null and void, in which event this Lease pursuant shall remain in full force and effect. In addition, Tenant’s failure to timely pay the Early Termination Fee shall render the Early Termination Notice null and void, in which event this Lease shall remain in full force and effect as if the Early Termination Notice had not been given. In the event that Tenant timely exercises the Early Termination Option and pays the Early Termination Fee in accordance with the provisions of this Section, then all Rent shall be paid through and apportioned as of the Early Termination Date, the Term shall terminate any as of the Early Termination Date, and Landlord and Tenant rights to space added to shall have no further obligations under this Lease pursuant after the Early Termination Date, except with respect to those obligations which expressly survive the expiration or earlier termination of this Lease. The Early Termination Option shall be personal to and only exercisable by the original Tenant (i.e., Silverback Therapeutics, Inc.) and, in the event of an Exempt Transfer, such Tenant’s Affiliate (as such terms are defined in Section 38(n29.1), and shall only apply to the extent that the original Tenant (and not any assignee, or any sublessee or other transferee of the original Tenant’s interest in this Lease, other than Tenant’s Affiliate in the event of an Exempt Transfer) is the Tenant under this Lease at the time the Early Termination Notice is given. In addition to the foregoing, Tenant’s Early Termination Option shall be expressly conditioned and contingent upon Tenant negotiating exclusively and in good faith with Landlord for a period of six (6) months following the date that Landlord receives Tenant’s Early Termination Notice (the “Alternate Lease Negotiation Period”) regarding a lease for premises in existing improvements, or a build-to-suit lease in improvements to be constructed, in either case upon another property owned or leased by Landlord or an affiliate of Landlord (an “Alternate Lease”) and a design for such premises. In consideration of Landlord granting the Early Termination Option to Tenant, during the Alternate Lease Negotiation Period, Tenant shall not actively solicit or negotiate with any other prospective landlord regarding a lease for other premises and shall negotiate exclusively with Landlord in good faith with the objective of executing a mutual acceptable lease. In the event that during such Alternate Lease Negotiation Period, either (x) Landlord and Tenant agree in writing that a suitable premises cannot be provided by Landlord or an affiliate of Landlord or (y) Tenant and Landlord or such affiliate of Landlord are unable to agree and therefore fail to execute and deliver an Alternate Lease, then Tenant shall have the right to seek space outside of the portfolio of properties owned or leased by Landlord and its affiliates.

Early Termination Option. Notwithstanding anything in this Lease to Provided that there shall exist no Default of Tenant at the contrary, provided no Event of Default exists upon either the exercise of time it gives Landlord notice exercising the option herein granted or thereafter until the Early Termination Date (or Landlord in its sole discretion at any time shall elect to terminate, or upon the date of terminationwaive such condition), Tenant shall have an option (the option “Early Termination Option”) to terminate the term of this Lease at the end effective as of the eighty-fourth day preceding the third anniversary of the Rent Commencement Date (84ththe “Early Termination Date”) month following the Expansion Space Commencement Date, provided that (a) Tenant gives prior by giving Landlord written notice of its intent Tenant’s election to so terminate exercise the Early Termination Option not later than the end second anniversary of the seventy-fifth (75th) month following the Expansion Space Rent Commencement Date; and (b) . Tenant repays to Landlord an amount shall pay Landlord, concurrently with such notice, a “Termination Fee” equal to the sum of (A) $100,691.54, plus (B) sixty-five and 46/100 percent (65.46%) of the following: sum of (i) the unamortized lesser of (a) $788,816, or (b) the sum of the cost of the T.I. Allowance, free rent, and brokerLandlord’s commissions, with such amount calculated in the same manner as the remaining principal balance of a fully amortizing loan bearing interest at the rate of six and one-half percent (6.5%) and having a ten (10) year term which commenced as Premises Work plus any portion of the Expansion Space Balance disbursed to Tenant pursuant to Section 3.2(c) (Landlord agreeing to give Tenant a written statement thereof upon request of Tenant after the occurrence of the Commencement Date), and (ii) the unamortized cost of any improvement allowancebrokerage commissions incurred by Landlord in connection with this Lease, free rentbeing $210,949.40, and broker’s commissions paid or provided by Landlord for any additional space acquired by Tenant pursuant to Section 38(n), with such amount calculated in the same manner as the remaining principal balance of a fully amortizing loan bearing interest at the rate of six and one-half percent (6.5%) and having a term equal to the period from the commencement of such new space until the end of the initial term of this Lease (collectively, the “Early Termination Payment”). The Early Termination Payment is to be made concurrently with the rental payment due for the eighty-fourth (84th) month following the Expansion Space Commencement Date; (iii) Tenant pays the legal fees paid by Landlord an early in connection with this Lease, being $25,000.00. Landlord may, in its sole discretion, elect to treat any notice of termination fee in an amount equal which is not accompanied by the Termination Fee either as null and void or as effective to six (6) months of prepaid rental payments due for terminate the eighty-fifth (85th) month through the end term as of the ninetieth Early Termination Date (90th) month while not discharging Tenant from its obligation to pay the Expansion Space Commencement Date, such payment to be made concurrently with the rental payment due for the eighty-fourth (84th) month following the Expansion Space Commencement Date; and (iv) Tenant vacates the Premises on or before the end of the eighty-fourth (84th) month following the Expansion Space Commencement Date and leaves the Premises in the condition required by the Lease. For avoidance of doubt, the termination of this Lease pursuant to this provisions shall terminate any Tenant rights to space added to this Lease pursuant to Section 38(nTermination Fee).