Common use of First Offer Space Rent Clause in Contracts

First Offer Space Rent. The rent payable by Tenant for the First Offer Space (the "First Offer Rent") shall be equal to the rent (including additional rent and considering any "base year" or "expense stop" applicable thereto), including all escalations, at which tenants, as of the "First Offer Commencement Date," as that term is defined in Section 1.2(B)(5), below, are, pursuant to transactions completed within the prior twelve (12) months, leasing non-renewal, non-sublease, non-encumbered, non-equity, non-expansion space unless such space was leased pursuant to a definition of "fair market" comparable to the definition of First Offer Rent comparable in size, location and quality to the First Offer Space, for a similar lease term, which comparable space is located in the Building and in "Comparable Buildings", as that term is defined in Section 3.4(C) below, giving appropriate consideration to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only the following concessions: (a) any operating expense and tax protection granted in connection with such comparable space (e.g., "base year" or "expense stop" protection, (b) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, (c) tenant improvements or allowances provided or to be provided for such comparable space, taking into account, and deducting the value of, the existing improvements in the First Offer Space, such value to be based upon the age, quality and layout of the improvements and the extent to which the same could be utilized by a general office user, and (d) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces, and (e) all other monetary and non-monetary concessions, if any, being granted such tenants in connection with such comparable space; provided, however, that notwithstanding anything to the contrary herein, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant's leasing of the First Offer Space or the fact that the comparable deals do or do not involve the payment of real estate brokerage commissions but only transactions where a tenant is represented by a real estate broker shall be considered comparable transactions. If in determining the First Offer Rent a tenant improvement allowance is granted, Landlord may, at Landlord's sole option, elect to grant some or all of the tenant improvement allowance as an allowance for the refurbishment of the First Offer Space and, if none or only a portion of such allowance is granted to Tenant to adjust the rental rate component of the First Offer Rent to be an effective rental rate (based upon a future value interest rate equal to the Interest Rate minus two percent (2.0%)) which deducts the total dollar value of the tenant improvement allowance not granted to Tenant pursuant to the terms of this sentence (in which case the tenant improvement allowance evidenced in the effective rental rate shall not be granted to Tenant).

First Offer Space Rent. The rent annual "Rent," as that term is defined in Section 4.1 of this Lease, payable by Tenant for the First Offer Space (the "First Offer Rent") shall be the "Fair Rental Value," as that term is defined below, for the First Offer Space, pursuant to transactions consummated within the nine (9)-month period preceding the "First Offer Commencement Date," as that term is defined in Section 1.3.5 of this Lease. The "Fair Rental Value," as used in this Lease, shall be equal to the annual rent per rentable square foot (including additional rent and considering any "base year" or "expense stop" applicable thereto), including all escalations, at which tenants, as of tenants (pursuant to leases consummated within the "nine (9) month period preceding the First Offer Commencement Date," as that term is defined in Section 1.2(B)(5), below, are, pursuant to transactions completed within the prior twelve (12) months, are leasing non-renewal, non-sublease, non-encumbered, non-equity, non-expansion equity space unless such space was leased pursuant to a definition of "fair market" comparable to the definition of First Offer Rent comparable which is not significantly greater or smaller in size, location and quality to size than the First Offer Space, for a similar comparable lease term, in an arm's length transaction, which comparable space is located in the Building and in Comparable Buildings (transactions satisfying the foregoing criteria shall be known as the "Comparable BuildingsTransactions"), as that term is defined in Section 3.4(C) below, giving appropriate consideration to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only the following concessions: concessions (the "Concessions"): (a) any operating expense and tax protection granted in connection with such comparable space (e.g., "base year" or "expense stop" protection, (b) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, ; (cb) tenant improvements or allowances provided or to be provided for such comparable space, and taking into accountaccount the value, and deducting the value ofif any, of the existing improvements in the First Offer Space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same could can be utilized by a general office useruser other than Tenant; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Rental Value, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with the First Offer Space, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (dii) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spacesspaces (provided that the foregoing shall in no way eliminate or alter Tenant’s right to the concession set forth in item (a), above, to the extent applicable). The Fair Rental Value shall additionally include a determination as to whether, and (e) all other monetary and non-monetary concessionsif so to what extent, if anyTenant must provide Landlord with financial security, being granted such tenants as a letter of credit or guaranty, for Tenant's Rent obligations in connection with such First Offer Space. Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable space; provided, however, that notwithstanding anything financial condition and credit history to the contrary herein, no consideration then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (A) shall be given to reflected in the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant's leasing of the First Offer Space or the fact that the comparable deals do or do not involve the payment of real estate brokerage commissions but only transactions where a tenant is represented by a real estate broker shall be considered comparable transactions. If in determining the First Offer Rent a tenant improvement allowance is granted, Landlord may, at Landlord's sole option, elect to grant some or all of the tenant improvement allowance as an allowance for the refurbishment of the First Offer Space and, if none or only a portion of such allowance is granted to Tenant to adjust the rental rate component of the First Offer Rent to be an effective rental rate (based upon a future value interest which effective rental rate equal to the Interest Rate minus two percent (2.0%)) which deducts shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the tenant improvement allowance not granted to Tenant pursuant to applicable term of the terms of this sentence Comparable Transaction (in which case the tenant improvement allowance such Concessions evidenced in the effective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’s election, all such Concessions shall be granted to Tenant in kind.

First Offer Space Rent. The rent "Rent," as that term is defined in Section 4.1, below, payable by Tenant for the First Offer Space (the "First Offer Rent") shall be equal to the "Market Rent," as that term is defined below, for such First Offer Space. For purposes of this Lease, the term "Market Rent" shall mean the rent (including additional rent and considering any "base year" or "expense stop" applicable thereto), including all escalations, at which tenants, as of pursuant to transactions completed during the "First Offer Commencement DateMarket Rent Review Period," as that term is defined in this Section 1.2(B)(5)1.3.3, below, are, pursuant to transactions completed within the prior twelve (12) months, are leasing non-renewal, non-sublease, non-encumbered, non-equity, non-expansion equity space unless such space was leased pursuant to a definition of "fair market" comparable to the definition of First Offer Rent comparable in size, location and quality to the First Offer Space, or, in connection with the Option Term, the Premises, as the case may be, for a similar lease term"Comparable Term," as that term is defined, below (the "Comparable Deals"), which comparable space is located in the Building and in the "Comparable Buildings", ," as that term is defined in this Section 3.4(C) 1.3.3, below, giving appropriate consideration to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into consideration only only, and granting only, the following concessions: concessions (collectively, the "Rent Concessions"): (a) any operating expense and tax protection granted in connection with such comparable space (e.g., "base year" or "expense stop" protection, (b) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, Comparable Deals; (cb) tenant improvements or allowances provided or to be provided for such comparable spaceComparable Deals, taking into account, and but deducting therefrom the value of, of the existing improvements in the First Offer Space, or Premises, as the case may be, such value to be based upon the age, quality and layout of the improvements and the extent to which the same could be utilized by a general office userusers, (c) the condition of the "Base Building," as that term is defined in Section 8.2, below, as compared to the condition of the base building provided to tenants in Comparable Deals, and (d) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces, and (e) all other monetary and non-monetary economic concessions, if any, being granted such tenants in connection with such comparable spaceComparable Deals; provided, however, that notwithstanding anything to the contrary herein, no consideration shall be given to (x) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant's leasing of the First Offer Space applicable term or the fact that the comparable deals Comparable Deals do or do not involve the payment of real estate brokerage commissions but commissions, and (y) only transactions where a in connection with the calculation of the Market Rent for the Option Terms, any period of rental abatement, if any, granted to tenants in Comparable Deals in connection with the design, permitting and construction of tenant is represented by a real estate broker shall be considered improvements in such comparable transactionsspaces. If in In determining the First Offer Rent a tenant improvement allowance is grantedMarket Rent, Landlord may, at Landlord's sole option, elect to grant some or all of the tenant improvement allowance as an allowance for the refurbishment of the First Offer Space and, if none or only a portion of such allowance is granted to Tenant to adjust the rental rate component of the First Offer Rent to be an effective rental rate (based upon a future value interest rate equal to the Interest Rate minus two percent (2.0%)) which deducts the total dollar value of the tenant improvement allowance not granted to Tenant pursuant to the terms of this sentence (in which case Comparable Deals may be equitably adjusted to reflect the tenant improvement allowance evidenced in square footage leased, whether the effective rental rate shall not be granted payable was determined by use of a discounted fair market formula, and other factors relevant and appropriate to Tenant).an analysis and comparison of the terms of the Comparable Deals. The term "Comparable Term"

First Offer Space Rent. The rent annual "Rent," as that term is defined in Section 4.1 of this Lease, payable by Tenant for the First Offer Space (the "First Offer Rent") shall be equal to the rent "Fair Rental Value," as that term is defined below, for the First Offer Space, pursuant to transactions consummated within the nine (including additional rent and considering any "base year" or "expense stop" applicable thereto), including all escalations, at which tenants, as of 9)-month period preceding the "First Offer Commencement Date," as that term is defined in Section 1.2(B)(5), below, are, pursuant to transactions completed within the prior twelve (12) months, leasing non-renewal, non-sublease, non-encumbered, non-equity, non-expansion space unless such space was leased pursuant to a definition 1.3.5 of this Lease. The new "fair marketBase Year," comparable to the definition of First Offer Rent comparable in size, location and quality to the First Offer Space, for a similar lease term, which comparable space is located in the Building and in "Comparable Buildings", as that term is defined in Section 3.4(C) 4.2.1, below, giving appropriate consideration with respect to the annual rental rates per rentable square foot, First Offer Space only shall be the standard of measurement by calendar year in which the rentable square footage is measuredFirst Offer Commencement Date occurs (unless the First Offer Commencement Date occurs in the last quarter of a calendar year, in which event the ratio of rentable square feet to usable square feet, and taking into consideration only Base Year shall be the following concessions: year). The Fair Rental Value shall take into account (a) any operating expense and tax protection granted in connection with such comparable space (e.g., "base year" or "expense stop" protection, (b) rental abatement concessions, if any, being granted such tenants in connection with such comparable space, ; (cb) tenant improvements or allowances provided or to be provided for such comparable space, and taking into accountaccount the value, and deducting the value ofif any, of the existing improvements in the First Offer Spacesubject space, such value to be based upon the age, condition, design, quality of finishes and layout of the improvements and the extent to which the same could can be utilized by a general office user, user other than Tenant; and (dc) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces, and (e) all other reasonable monetary and non-monetary concessions, if any, concessions being granted such tenants in connection with such comparable space; provided. The "Fair Rental Value," as used in this Lease, however, that notwithstanding anything to the contrary herein, no consideration shall be given to the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant's leasing of the First Offer Space or the fact that the comparable deals do or do not involve the payment of real estate brokerage commissions but only transactions where a tenant is represented by a real estate broker shall be considered comparable transactions. If in determining the First Offer Rent a tenant improvement allowance is granted, Landlord may, at Landlord's sole option, elect to grant some or all of the tenant improvement allowance as an allowance for the refurbishment of the First Offer Space and, if none or only a portion of such allowance is granted to Tenant to adjust the rental rate component of the First Offer Rent to be an effective rental rate (based upon a future value interest rate equal to the Interest Rate minus two percent annual rent per rentable square foot (2.0%)) including additional rent and considering any "base year" or "expense stop" applicable thereto at which deducts tenants, are leasing non-sublease, non-encumbered, non-equity space which is not significantly greater or smaller in size than the total dollar value of the tenant improvement allowance not granted to Tenant pursuant to the terms of this sentence (subject space for a comparable lease term, in an arm's length transaction, which case the tenant improvement allowance evidenced comparable space is located in the effective rental rate shall not be granted to Tenant)comparable buildings in Redwood City, California.