Common use of Exercise of Right to Lease RFO Premises Clause in Contracts

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice (“Landlord’s RFO Notice”) at the time that Landlord determines, as aforesaid, that an RFO Premises will become available for lease to Tenant. Landlord’s RFO Notice shall set forth the location and size of the RFO Premises, Landlord’s designation of the Fair Market Rental Value (as defined in Subparagraph (e) of Section 30.16 above, but ignoring all references to “renewal” applicable to the RFO Premises and the RFO Premises Commencement Date. Tenant shall have the right, exercisable upon written notice given to Landlord within ten (10) business days after the receipt of Landlord’s RFO Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an RFO Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant does not timely and properly provide either an RFO Exercise Notice or Tenant’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease all or any portion of the RFO Premises that were the subject of Landlord’s RFO Notice, but shall continue to have rights to all other RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Section 30.17. Notwithstanding the foregoing if the RFO Premises that were the subject of Landlord’s RFO Notice shall not be leased (which term shall include a letter of intent that results in a lease) by the date that is one (1) year after the deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Notice, then Tenant’s Right of First Offer hereunder shall again apply to such RFO Premises.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice (“Landlord’s RFO Notice”) at the time that Landlord determines, as aforesaid, that an RFO Premises will become available for lease to Tenant. Landlord’s RFO Notice shall set forth the location and size of the RFO Premises, Landlord’s designation of the Fair Market Rental Value (as defined in Subparagraph (e) of Section 30.16 29.16 above, but ignoring all references to “renewal” ”) applicable to the RFO Premises and the RFO Premises Commencement Date. Tenant shall have the right, exercisable upon written notice given to Landlord within ten (10) business days after the receipt of Landlord’s RFO Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an RFO Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by TxxxxxXxxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant does not timely and properly provide either an RFO Exercise Notice or Tenant’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease all or any portion of the RFO Premises that were the subject of Landlord’s RFO Notice, but shall continue to have rights to all other RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Section 30.1729.17. Notwithstanding the foregoing if the RFO Premises that were the subject of Landlord’s RFO Notice shall not be leased (which term shall include a letter of intent that results in a lease) by the date that is one (1) year after the deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Notice, then Tenant’s Right of First Offer hereunder shall again apply to such RFO Premises.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice (“"Landlord’s RFO 's Notice”") at not sooner than twelve (12) months or, except in the time that Landlord determinesevent of an early termination of the subject lease, as aforesaid, that later than three (3) months before an RFO Premises will become available for lease to Tenant. Landlord’s RFO 's Notice shall set forth the exact location and size of the RFO Premises, Premises and Landlord’s 's designation of the Fair Market Rental Value (as defined in Subparagraph (eParagraph 4 of the Rider to Lease) of Section 30.16 above, but ignoring all references to “renewal” applicable to the RFO Premises and the RFO Premises Commencement DatePremises. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within ten fourteen (1014) business days (or, in the event of an early termination of a lease of any RFO Premises, thirty (30) days) after the receipt of Landlord’s RFO 's Notice, to either: lease the RFO Premises. If Tenant fails timely to give Tenant's Exercise Notice, Tenant shall have no further right to lease such RFO Premises pursuant to this Paragraph 5, provided however, that (i) Landlord shall not lease the such RFO Premises to any entity (other than any of the Original Tenant Entities) at a net effective rent (i.e., taking into account rent, free rent, allowances and any other concessions or material economic differences in the transactions) to Landlord that is less than ninety percent (90%) of Landlord's designation of Fair Market Rental Value set forth in Landlord’s RFO 's Notice (“RFO Exercise Notice”)calculated on a net effective rent basis, or as aforesaid) without first giving Tenant another Landlord's Notice setting forth such lower rent, (ii) Landlord shall not lease the such RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value to any entity (“Tenant’s Objection Notice”). If Tenant timely and properly provides an RFO Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision other than any of the two first chosenOriginal Tenant Entities) at any rent, without selection and participation of a third arbitrator, or otherwise, which lease is executed more than nine (9) months after the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President date of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to most recently delivered Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant does not timely and properly provide either an RFO Exercise Notice or Tenant’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease all or any portion of the RFO Premises that were the subject of Landlord’s RFO Notice, but shall continue to have rights to all other RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Section 30.17. Notwithstanding the foregoing if the RFO Premises that were the subject of Landlord’s RFO Notice shall not be leased (which term shall include a letter of intent that results in a lease) by the date that is one (1) year after the deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection 's Notice with respect to such RFO Premises without first giving Tenant another Landlord’s 's Notice for and with respect to such RFO Notice, then Tenant’s Right of First Offer hereunder shall again apply Premises (but in the event Landlord gives Tenant a second or subsequent Landlord's Notice with respect to such RFO Premises, as required by this clause (ii) within four (4) months after the expiration of such nine- month period, then, notwithstanding the foregoing, Tenant shall only have five (5) business days after receipt of such Landlord's Notice to give a Tenant's Exercise Notice with respect thereto), and (iii) Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right to lease the RFO Premises has lapsed, to receive a Landlord's Notice as to any RFO Premises that subsequently becomes available for lease to Tenant upon the expiration of such nine- month period or the expiration or termination of the lease entered into for such space (as such term may be extended or renewed pursuant to any extension or renewal option contained in such lease). Upon the timely giving of Tenant's Exercise Notice, Landlord shall automatically be deemed to have leased and demised to Tenant and Tenant shall automatically be deemed to have hired and taken from Landlord, such RFO Premises, upon all of the same terms and conditions of this Lease including, without limitation, the provisions regarding Tenant's Extension Option, except as hereinafter set forth.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice (“Landlord’s RFO Notice”) at the time that Landlord determines, as aforesaid, that an RFO Premises will become available for lease to Tenant. Landlord’s RFO Notice shall set forth the location and size of the RFO Premises, Landlord’s designation of the Fair Market Rental Value (as defined in Subparagraph (e) of Section 30.16 29.16 above, but ignoring all references to “renewal” ”) applicable to the RFO Premises and the RFO Premises Commencement Date. Tenant shall have the right, exercisable upon written notice given to Landlord within ten five (105) business days after the receipt of Landlord’s RFO Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Tenant’s Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an RFO Tenant’s Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth in Section 29.16(e)(ii) above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value for the RFO Premises has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value average of the last rental rates designated by Tenant and Landlord during the Negotiation Period until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant does not timely and properly provide either an RFO Tenant’s Exercise Notice or Tenant’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease all or any portion of the RFO Premises that which were the subject of Landlord’s RFO Notice, but shall continue to have rights to all other RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Section 30.17. Notwithstanding the foregoing if the RFO Premises that were the subject of Landlord’s RFO Notice shall not be leased (which term shall include a letter of intent that results in a lease) by the date that is one (1) year after the deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Notice, then Tenant’s Right of First Offer hereunder shall again apply to such RFO Premises29.17.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice (“"Landlord’s RFO 's Notice”") at the time that Landlord determines, as aforesaid, that an RFO Premises will become available for lease to Tenant. Landlord’s RFO 's Notice shall set forth the exact location and size of the RFO Premises, Landlord’s 's designation of the Fair Market Rental Value (as defined in Subparagraph (eParagraph 3 of this Rider) of Section 30.16 above, but ignoring all references to “renewal” applicable to the RFO Premises and the Specified Commencement Date in respect of the RFO Premises Commencement DatePremises. Tenant shall have the right, exercisable upon written notice ("Tenaxx'x Xxercise Notice") given to Landlord within ten twenty (1020) business days after the receipt of Landlord’s RFO 's Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an RFO Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant does not fails timely and properly provide either an RFO Exercise Notice or Tenant’s Objection to give Tenaxx'x Xxercise Notice, time being of the essence, then Tenant shall have no further right to lease all or any portion such RFO Premises pursuant to this Paragraph 3, provided however, that Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenaxx'x xight to lease the RFO Premises that were has lapsed, to lease the subject same RFO Premises when it again becomes available for lease to Tenant, and any other subsequently available RFO Premises. Upon the timely giving of such notice, Landlord shall lease and demise to Tenant and Tenant shall hire and take from Landlord’s RFO Notice, but shall continue to have rights to all other such RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Section 30.17. Notwithstanding upon all of the foregoing if same terms and conditions of the RFO Premises that were the subject of Landlord’s RFO Notice shall not be leased (which term shall include a letter of intent that results in a lease) by the date that is one (1) year after the deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Notice, then Tenant’s Right of First Offer hereunder shall again apply to such RFO PremisesLease except as hereinafter set forth.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice (“Landlord’s RFO Notice”) at the time that Landlord determines, as aforesaid, that an RFO Premises will become available for lease to Tenant. Landlord’s RFO Notice shall set forth the location and size of the RFO Premises, Landlord’s designation of the Fair Market Rental Value (as defined in Subparagraph (e) of Section 30.16 29.16 above, but ignoring all references to “renewal” ”) applicable to the RFO Premises and the RFO Premises Commencement Date. Tenant shall have the right, exercisable upon written notice given to Landlord within ten (10) business days after the receipt of Landlord’s RFO Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an RFO Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant does not timely and properly provide either an RFO Exercise Notice or Tenant’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease all or any portion of the RFO Premises that were the subject of Landlord’s RFO Notice, but shall continue to have rights to all other RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Section 30.1729.17. Notwithstanding the foregoing if the RFO Premises that were the subject of Landlord’s RFO Notice shall not be leased (which term shall include a letter of intent that results in a lease) by the date that is one (1) year after the deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Notice, then Tenant’s Right of First Offer hereunder shall again apply to such RFO Premises.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice (“Landlord’s RFO Notice”) at the time that Landlord determines, as aforesaid, that an the RFO Premises will become available Available for lease Lease to Tenant. Landlord’s RFO Notice shall set forth the location and size Landlord’s reasonable determination of the RFO Premises, Landlord’s designation of the Fair Prevailing Market Rental Value Rent (as defined in Subparagraph (eExhibit K) of Section 30.16 above, but ignoring all references to “renewal” applicable to the RFO Premises and the RFO Premises Commencement Date. Tenant shall have the rightmay lease such RFO Premises in its entirety only, exercisable upon by delivering written notice given of exercise to Landlord (“Tenant’s RFO Exercise Notice”) within ten fifteen (1015) business days after the receipt by Tenant of Landlord’s RFO Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an disagrees with Landlord’s reasonable determination of the Prevailing Market Rent, Tenant shall so state in Tenant’s RFO Exercise Notice, and the matter shall be submitted to a Broker Determination in accordance with the provisions of Exhibit K hereof. Notwithstanding the foregoing, Tenant shall lease have no right to exercise its Right of First Offer if Landlord determines that possession of the RFO Premises and will not be available for delivery to Tenant until on or after that date which is twelve (12) months prior to the Fair Market Rental Value shall be as set forth end of the then-Term hereof unless Tenant, simultaneously with delivering Tenant’s RFO Exercise Notice, also validly exercises any remaining Extension Option pursuant to Section 9.18 (Tenant recognizing that in accordance with Section 9.18(B), Landlord is not obligated to deliver Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease Rent Quotation until the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten date eleven (1011) years’ experience dealing in properties of a nature and type generally similar months prior to the Building located in East Cambridge, Massachusetts. The unanimous written decision end of the two first chosenthen-current Term). In any case where Tenant has no right to exercise its Right of First Offer, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges not be obligated to deliver Landlord’s Notice to Tenant. If Tenant does not fails to timely and properly provide either an give Tenant’s RFO Exercise Notice or Tenant’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease all or any portion of the RFO Premises that were the subject of Landlord’s RFO Notice, but shall continue to have rights to all other RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Section 30.17. Notwithstanding the foregoing if the in question until such RFO Premises that were the subject of Landlord’s RFO Notice shall not be have been leased (which term shall include to a letter of intent that results in a lease) by the date that is one (1) year after the deadline third party and thereafter again become Available for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Notice, then Tenant’s Right of First Offer hereunder shall again apply to such RFO PremisesLease.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice (“Landlord’s RFO Notice”) at the time that Landlord determines, as aforesaid, that an RFO Premises will become available for lease to Tenant. Landlord’s RFO Offer Notice shall set forth the exact location and size of the RFO Premises, Landlord’s designation of the Fair Market Rental Value Base Rent and Base Years (as defined in Subparagraph (eif applicable) of Section 30.16 above, but ignoring all references to “renewal” applicable to the RFO Premises Premises, and the Commencement Date and Expiration Date in respect of the RFO Premises Commencement DatePremises. Tenant shall have the right, exercisable upon written notice (“Tenant’s Exercise Notice”) given to Landlord within ten fifteen (1015) business days after the receipt of Landlord’s RFO Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an RFO Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant does not fails timely and properly provide either an RFO Exercise Notice or to give Tenant’s Objection Exercise Notice, time being of the essence, then Tenant shall have no further right to lease all or such RFO Premises pursuant to this Section 9, provided, however, that this Right of First Offer shall (1) continue to apply to any portion portions of the RFO Premises that were the subject of not included in Landlord’s RFO Offer Notice, but shall continue (2) apply again to have rights the RFO Premises included in Landlord’s Offer Notice if Landlord fails to all other enter into a lease document for such RFO Premises within twelve (12) months after Tenant waives this Right of First Offer as to such RFO Premises, (3) apply again to the RFO Premises included in Landlord’s Offer Notice if anyLandlord desires to offer the RFO Premises to another party where the net effective rate of the basic economic terms for such RFO Premises (taking into account free rent, which have not yet been offered allowances, tenant improvements, build-out periods without rent, and any other concessions) is ten percent (10%) or more below the net effective rate of the basic economic terms that were contained in Landlord’s Offer Notice to Tenant pursuant hereunder, (4) apply again to this Section 30.17. Notwithstanding the foregoing RFO Premises included in Landlord’s Office Notice if the RFO Premises that were being offered by Landlord is less than 85% or more 115% of the subject rentable square footage of space in Lanldord’s Offer Notice to Tenant hereunder, and (5) apply again to the RFO Premises included in Landlord’s Offer Notice after Landlord leases the RFO Notice shall not be leased (which term shall include Premises to a letter third party and such lease expires or is terminated. Upon the timely giving of intent that results in a lease) by the date that is one (1) year after the deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice Exercise Notice, Landlord shall lease and demise to Tenant, and Tenant shall hire and take from Landlord, such RFO Premises, upon all of the same terms and conditions of the Lease except as hereinafter set forth. Time is of the essence with respect to such Landlord’s RFO Notice, then Tenant’s Right the provisions of First Offer hereunder shall again apply to such RFO Premisesthis Section 9(b).

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice (“Landlord’s RFO Notice”) at the time that Landlord determines, as aforesaid, that an RFO Premises will become available for lease to Tenant. Landlord’s RFO Notice shall set forth the location and size of the RFO Premises, Landlord’s designation of the Fair Market Rental Value (as defined in Subparagraph (e) of Section 30.16 29.16 above, but ignoring all references to “renewal” ”) applicable to the RFO Premises and the RFO Premises Commencement Date. Tenant shall have the right, exercisable upon written notice given to Landlord within ten (10) business days after the receipt of Landlord’s RFO Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an RFO Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant does not timely and properly provide either an RFO Exercise Notice or Tenant’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease all or any portion of the RFO Premises that were the subject of Landlord’s RFO Notice, but shall continue to have rights to all other RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Section 30.1729.17. Notwithstanding the foregoing if the RFO Premises that were the subject of Landlord’s RFO Notice shall not be leased (which term shall include a letter of intent that results in a lease) by the date that is one (1) year after the deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Notice, then TenantTxxxxx’s Right of First Offer hereunder shall again apply to such RFO Premises.

Exercise of Right to Lease RFO Premises. If Tenant has, within one hundred eighty (180) days prior to the date that an RFO Premises becomes available for lease to Tenant, given Landlord a written request ("Tenant's Request") advising Landlord that Tenant is interested in leasing any RFO Premises, then Landlord shall give Tenant written notice (“"Landlord’s RFO 's Notice”") at the time that Landlord determines, as aforesaid, that an RFO Premises will become available for lease to Tenant. Notwithstanding anything to the contrary herein contained, Landlord shall have no obligation to give Tenant Landlord’s 's Notice in respect of any RFO Premises unless Tenant has, within one hundred eighty (180) days prior to the date that such RFO Premises become available for lease to Tenant, given Landlord Tenant's Request. Tenant shall have the right to give Tenant's Request in respect of any RFO Premises from time to time during the term of the Lease until Tenant's right to lease such RFO Premises has lapsed. Landlord's Notice shall set forth the location and size of the RFO Premises, Landlord’s 's designation of the Fair Market Rental Value (as defined in Subparagraph (ehereinafter defined) of Section 30.16 above, but ignoring all references to “renewal” applicable to such RFO Premises, the Specified Commencement Date in respect of such RFO Premises, the exact location of such RFO Premises and the Termination Date in respect of such RFO Premises Commencement Dateif such Termination Date shall occur earlier than would otherwise have occurred pursuant to Subparagraph C.(3)(A) of this Paragraph 4. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within ten twenty (1020) business days after the receipt of Landlord’s RFO 's Notice, to either: (i) lease the such RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”)Premises. If Tenant fails timely and properly provides an RFO to give Tenant's Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant does not timely and properly provide either an RFO Exercise Notice or Tenant’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease all or any portion of the such RFO Premises that were pursuant to this Paragraph 4. Upon the subject timely giving of such notice, Landlord shall lease and demise to Tenant and Tenant shall hire and take from Landlord’s RFO Notice, but shall continue to have rights to all other such RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Section 30.17. Notwithstanding upon all of the foregoing if same terms and conditions of the RFO Premises that were the subject of Landlord’s RFO Notice shall not be leased (which term shall include a letter of intent that results in a lease) by the date that is one (1) year after the deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Notice, then Tenant’s Right of First Offer hereunder shall again apply to such RFO PremisesLease except as hereinafter set forth.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice (“Landlord’s RFO Notice”) at the time that Landlord determines, as aforesaid, that an RFO Premises will become available for lease to Tenant. Landlord’s RFO 's Notice shall set forth the exact location and size of the RFO Premises, Landlord’s designation of the Fair Market Rental Value (as defined in Subparagraph (e) of Section 30.16 above, but ignoring all references to “renewal” Base Rent applicable to the RFO Premises and the Commencement Date in respect of the RFO Premises Commencement DatePremises. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within ten fifteen (1015) business days after the receipt of Landlord’s RFO 's Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an RFO Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant does not fails timely and properly provide either an RFO to give Tenant's Exercise Notice or Tenant’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease all or any portion such RFO Premises pursuant to this Paragraph 8, provided however, that Tenant shall have the right from time to time thereafter throughout the term of the Lease until Tenant's right to lease the RFO Premises that were the subject of Landlord’s RFO Noticehas lapsed, but shall continue to have rights give Tenant's Request as to all any other subsequently available RFO Premises. However, if any, which have not yet been offered Tenant fails timely to Tenant pursuant to this Section 30.17. Notwithstanding the foregoing if the RFO Premises that were the subject of Landlord’s RFO Notice shall not be leased (which term shall include a letter of intent that results in a lease) by the date that is one (1) year after the deadline for Tenant to have given a RFO give Tenant's Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s an RFO NoticePremises, then Tenant’s Right of First Offer hereunder shall again apply to and Landlord enters into a lease or other agreement for such RFO Premises, Tenant shall have a right of first offer on such RFO Premises when such RFO Premises are thereafter available for lease to Tenant, as defined above. Upon the timely giving of such notice, Landlord shall lease and demise to Tenant and Tenant shall hire and take from Landlord, such RFO Premises, upon all of the same terms and conditions of the Lease except as hereinafter set forth.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice (“Landlord’s RFO Notice”) at the time that Landlord determines, as aforesaid, that an the RFO Premises will become available Available for lease Lease to Tenant. Landlord’s RFO Notice shall set forth the location and size Landlord’s reasonable determination of the RFO Premises, Landlord’s designation of the Fair Prevailing Market Rental Value Rent (as defined in Subparagraph (eExhibit H) of Section 30.16 above, but ignoring all references to “renewal” applicable to the RFO Premises and the RFO Premises Commencement Date. Tenant shall have the rightmay lease such RFO Premises in its entirety only, exercisable upon by delivering written notice given of exercise to Landlord (“Tenant’s RFO Exercise Notice”) within ten seven (107) business days after the receipt date of Landlord’s RFO Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an disagrees with Landlord’s reasonable determination of the Prevailing Market Rent, Tenant shall so state in Tenant’s RFO Exercise Notice, and the matter shall be submitted to a broker determination in accordance with the provisions of Exhibit H hereof. Notwithstanding the foregoing, Tenant shall lease have no right to exercise its Right of First Offer if less than three (3) years remain in the Term of the Lease unless Tenant, simultaneously with delivering Tenant’s RFO Premises and the Fair Market Rental Value shall be as set forth Exercise Notice, also validly exercises its Extension Option in accordance with Section 9.18 hereof (Tenant recognizing that in accordance with Section 9.18(B), Landlord is not obligated to deliver Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease Rent Quotation until the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten date fourteen (1014) years’ experience dealing in properties of a nature and type generally similar months prior to the Building located in East Cambridge, Massachusetts. The unanimous written decision end of the two first chosenthen-current Term). In any case where Tenant has no right to exercise its Right of First Offer (that is, without selection and participation during the last three (3) years of a third arbitratorthe Term of the Lease if Tenant does not have the ability to exercise its Extension Option, or otherwiseif the ROFO Conditions are not met), the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges not be obligated to deliver Landlord’s Notice to Tenant. If Tenant does not fails to timely and properly provide either an give Tenant’s RFO Exercise Notice or Tenant’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease all or any portion of the RFO Premises that were the subject of Landlord’s RFO Notice, but shall continue to have rights to all other RFO Premises, if any, which have not yet been offered to Tenant pursuant to this except as specifically set forth in Section 30.17. Notwithstanding the foregoing if the RFO Premises that were the subject of Landlord’s RFO Notice shall not be leased (which term shall include a letter of intent that results in a lease9.25(G) by the date that is one (1) year after the deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Notice, then Tenant’s Right of First Offer hereunder shall again apply to such RFO Premisesbelow.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice (“"Landlord’s RFO 's Notice”") at the time that Landlord determines, as aforesaid, that an intends to offer the RFO Premises will become available for lease to Tenantlease. Landlord’s RFO 's Notice shall set forth the location Total Usable Area of the new Premises (including the RFO Premises), Tenant's new Pro Rata Share (including the Premises and size RFO Premises based on the formula set forth in Section 3(d) of this Lease), the Base Rent applicable to such new Premises (including the RFO Premises, Landlord’s designation of based on the Fair Market Rental Value (as defined formula set forth in Subparagraph (eSection 3(a) of Section 30.16 above, but ignoring all references to “renewal” applicable this Lease) and the Commencement Date for the RFO Premises. The only improvements to the RFO Premises which Landlord agrees to make is the Building Standard Work set forth in Exhibit B hereto. The cost of those improvements shall be allocated between Landlord and Tenant as follows: Landlord's share of the costs shall be a fraction, the numerator of which is the number of months remaining in the initial term of this Lease at the time of Landlord's Notice, and the denominator of which is the total number of months in the initial term of this Lease, or, if Landlord's Notice is given during the extension term, a fraction, the numerator of which is the number of months remaining in the extension term and the denominator of which is the total number of months in the extension term; and Tenant's share of the costs shall be the balance; provided, however, if Landlord's Notice is given during the initial term of the Lease, and Tenant, within thirty (30) business days after receipt of Landlord's Notice, exercises its right to extend this Lease with respect to both the Premises and the RFO Premises Commencement DatePremises, as provided in Section 36 hereof, then Landlord shall be responsible for the entire cost of said improvements to the RFO Premises. Tenant shall have the right, exercisable upon written notice given to Landlord within ten five (10) business 5)business days after the receipt giving of Landlord’s RFO 's Notice, to either: (i) lease the RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”). If Tenant timely and properly provides an RFO Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant does not timely and properly provide either an RFO Exercise Notice or Tenant’s Objection Noticefails to give such notice in the time period set forth herein, time being of the essence, then Tenant shall have no further right to lease all or any portion of the RFO Premises that were the subject of Landlord’s RFO Notice, but shall continue to have rights to all other RFO Premises, if any, which have not yet been offered to Tenant pursuant to this Section 30.1738. Notwithstanding Upon the foregoing if timely giving of such notice, Landlord shall lease the RFO Premises that were to Tenant, upon all of the subject terms and conditions of Landlord’s RFO Notice shall not be leased (which term shall include a letter of intent that results in a lease) by the date that is one (1) year after the deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Notice, then Tenant’s Right of First Offer hereunder shall again apply to such RFO Premisesthis Lease except as hereinafter set forth.

Exercise of Right to Lease RFO Premises. Landlord shall give Tenant written notice (“"Landlord’s RFO 's Notice”") at the time that Landlord determines, as aforesaid, that an RFO Premises will become available for lease to Tenant. Landlord’s RFO 's Notice shall set forth the size and location and size of the RFO Premises, Landlord’s 's designation of the Fair Market Rental Value (as defined in Subparagraph (eParagraph 8 above) of Section 30.16 above, but ignoring all references to “renewal” applicable to the such RFO Premises and the Commencement Date in respect of such RFO Premises Commencement DatePremises. Tenant shall have the right, exercisable upon written notice ("Tenant's Exercise Notice") given to Landlord within ten (10) business days after the receipt of Landlord’s RFO 's Notice, to either: (i) lease the such RFO Premises at the Fair Market Rental Value set forth in Landlord’s RFO Notice (“RFO Exercise Notice”), or (ii) lease the RFO Premises but provide Landlord with a counteroffer of Landlord’s designation of Fair Market Rental Value (“Tenant’s Objection Notice”)Premises. If Tenant fails timely and properly provides an RFO to give Tenant's Exercise Notice, Tenant shall lease the RFO Premises and the Fair Market Rental Value shall be as set forth in Landlord’s RFO Notice. If Tenant timely and properly provides Tenant’s Objection Notice, then Tenant shall lease the RFO Premises, and the Fair Market Rental Value shall be determined as follows: Fair Market Rental Value shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Txxxxx, and a third to be selected, if necessary, as below provided. Each arbitrator shall be a broker affiliated with a major Boston commercial real estate brokerage firm and each arbitrator shall have at least ten (10) years’ experience dealing in properties of a nature and type generally similar to the Building located in East Cambridge, Massachusetts. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) business days following the call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Boston office of the American Arbitration Association (or such organization as may succeed to said American Arbitration Association) and request him to select an impartial third arbitrator, having the qualifications set forth above, to determine Fair Market Rental Value as herein defined. Such third arbitrator and the first two chosen shall, subject to commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. The decision of the third arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in the appropriate court of law (as identified on Exhibit 1); and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to the Court or a Judge thereof may be served outside the Commonwealth of Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a Fair Market Rental Value has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rental Value, then Tenant shall pay Yearly Rent and other charges under the Lease in respect of the Premises in question based upon the Fair Market Rental Value designated by Landlord until either the agreement of the parties as to the Fair Market Rental Value, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent and other charges to Landlord, or Landlord shall refund any overpayment of rent and other charges to Tenant. If Tenant does not timely and properly provide either an RFO Exercise Notice or Tenant’s Objection Notice, time being of the essence, then Tenant shall have no further right to lease all or any portion of the such RFO Premises pursuant to this Paragraph 9; provided, however, that were such failure shall not prohibit Tenant from exercising its right to lease any other RFO Premises which may thereafter become available for lease to Tenant. Upon the subject timely giving of Landlord’s RFO Tenant's Exercise Notice, but Landlord shall continue lease and demise to have rights to all other Tenant and Tenant shall hire and take from Landlord, such RFO Premises, if anyupon all of the same terms and conditions of the Lease (as hereby amended), which have not yet been offered to Tenant pursuant to this Section 30.17. Notwithstanding the foregoing if the RFO Premises that were the subject of Landlord’s RFO Notice shall not be leased (which term shall include a letter of intent that results in a lease) by the date that is one (1) year after the deadline for Tenant to have given a RFO Exercise Notice or Tenant’s Objection Notice with respect to such Landlord’s RFO Notice, then Tenant’s Right of First Offer hereunder shall again apply to such RFO Premisesexcept as hereinafter set forth.