Common use of First Option Clause in Contracts

First Option. Helsinn hereby grants Exelixis the exclusive option to obtain an exclusive license to distribute, promote, market, use, import, offer for sale and/or sell Products in the North American Territory in the Option Field (the “First Option”). Upon the occurrence of any of the following triggering events: (i) Exelixis’ receipt of Helsinn’s written solicitation to exercise the First Option; (ii) Helsinn’s receipt of Exelixis’ written request; or (iii) Helsinn’s providing Exelixis with the Final Report, Helsinn shall promptly provide to Exelixis under confidentiality such information and data that may be relevant to Exelixis’ evaluation of whether it wishes to acquire such a license and that Helsinn usually discloses to potential partners licensees and distributors. Exelixis may exercise the First Option by written notification to Helsinn at any time during the First Option Exercise Period. Commencing upon Helsinn’s receipt of such notification or upon Exelixis’ receipt of Helsinn’s written solicitation to Exelixis to exercise the First Option, the Parties shall negotiate on an exclusive basis in good faith for [ * ] days (the “First Option Negotiation Period”) to reach agreement on the commercially reasonable terms and conditions of an agreement for the distribution, promotion, marketing, use, [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. importation, offer for sale and/or sale of Products by Exelixis in the North American Territory in the Option Field. If Exelixis fails to exercise the First Option during the First Option Exercise Period, or if the Parties fail to execute an agreement within the First Option Negotiation Period or any mutually agreed extension thereof, then Helsinn shall be free thereafter to directly distribute, promote, market, use, import and sell the Products in the North American Territory and/or, subject to Section 2.4.2, to discuss, negotiate and enter into an agreement with a Third Party for the distribution, promotion, marketing, use, importation, offer for sale and/or sale of Products in the North American Territory in the Option Field. If the Parties enter into an agreement for the license described in this Section 2.4.1, the Parties acknowledge and agree that Exelixis shall not [ * ] but, with Helsinn’s prior written consent (which shall not be unreasonably withheld or delayed), Exelixis may [ * ].

First Option. Helsinn hereby grants Exelixis Provided that Tenant is not in default under this Lease beyond any applicable notice and cure period, either at the exclusive time of exercise of Tenant's option to obtain an exclusive license to distributeor at the time the extended term commences, promote, market, use, import, offer for sale and/or sell Products in Tenant will have the North American Territory in the Option Field option (the “"First Option”") to extend the term of this Lease beyond the initial 6 year, 2 month term (the "Initial Term") for an additional period of five (5) years (the "First Option Period"), upon the same terms, covenants and conditions of this Lease, except that the minimum monthly rent during the First Option Period will be determined as hereinafter set forth. Upon In the occurrence of any event Tenant desires to exercise Tenant's First Option, Tenant shall, at least nine (9) months prior to the expiration of the following triggering eventsInitial Term, so advise Landlord by an unequivocal written notice of such desire. Landlord shall, within thirty (30) days of receipt of such notice, advise Tenant in writing of the minimum monthly rent Landlord desires to charge for the First Option Period. Within thirty (30) days of Tenant's receipt of Landlord's notification, Tenant shall advise Landlord, in writing, of Tenant's election of one of the following: (i) Exelixis’ receipt Tenant's acceptance of Helsinn’s written solicitation to exercise Landlord's proposed rental provisions for the First Option; Option Period (in which case Landlord and Tenant shall promptly enter into a Lease Extension Agreement incorporating Landlord's minimum monthly rental determination), or (ii) Helsinn’s receipt of Exelixis’ written request; or (iii) Helsinn’s providing Exelixis with the Final Report, Helsinn shall promptly provide to Exelixis under confidentiality such information and data that may be relevant to Exelixis’ evaluation of whether it wishes to acquire such a license and that Helsinn usually discloses to potential partners licensees and distributors. Exelixis may exercise the First Option by written notification to Helsinn at any time during the First Option Exercise Period. Commencing upon Helsinn’s receipt of such notification or upon Exelixis’ receipt of Helsinn’s written solicitation to Exelixis Tenant's desire to exercise the First Option, but with the Parties shall negotiate on an exclusive basis in good faith minimum monthly rent for [ * ] days (the “First Option Negotiation Period”) to reach agreement on the commercially reasonable terms and conditions of an agreement for the distribution, promotion, marketing, use, [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. importation, offer for sale and/or sale of Products by Exelixis in the North American Territory in the Option Field. If Exelixis fails to exercise the First Option during Period to be determined pursuant to subparagraph (C), below. In the event Tenant fails to notify Landlord of either option set forth in (i) and (ii), above, Tenant shall be deemed to have not exercised the First Option Exercise PeriodOption, or and the Lease shall terminate at the expiration of the Initial Term. Unless otherwise agreed to by the parties in writing, Tenant's exercise of Tenant's option rights hereunder shall only be effective if it relates to all space being leased by Tenant at the Parties fail to execute an agreement within the First Option Negotiation Period or any mutually agreed extension thereof, then Helsinn shall be free thereafter to directly distribute, promote, market, use, import and sell the Products in the North American Territory and/or, subject to Section 2.4.2, to discuss, negotiate and enter into an agreement with a Third Party for the distribution, promotion, marketing, use, importation, offer for sale and/or sale time of Products in the North American Territory in the Option Field. If the Parties enter into an agreement for the license described in this Section 2.4.1, the Parties acknowledge and agree that Exelixis shall not [ * ] but, with Helsinn’s prior written consent (which shall not be unreasonably withheld or delayed), Exelixis may [ * ]such exercise.

First Option. Helsinn hereby grants Exelixis (a) No Executive Party shall Transfer any Shares except as specifically permitted by this Section 2.8 or under the exclusive option terms of Section 2.4 or Article 3. If at any time any Executive Party (a “Selling Executive Party”) desires to obtain sell for cash all or any part of the Shares held by such Selling Executive Party, and such Selling Executive Party shall have received an exclusive license to distribute, promote, market, use, import, irrevocable and unconditional bona fide arm’s length written offer for sale and/or sell Products in the North American Territory in the Option Field (the “First Bona Fide Offer”) for the purchase of such Shares for consideration consisting solely of cash from any third party unaffiliated with such Selling Executive Party (an “Outside Party”), the Selling Executive Party shall provide written notice (the “Sale Notice”) to each of (i) Purchaser or its assigns (together, the “Purchaser Buyer”), (ii) Investors or their respective assigns (together, the “Investor Buyers” and collectively with the Purchaser Buyer, the “Secondary Buyers”) and (iii) the Company (each Purchaser Buyer, each Investor Buyer and the Company, a “Potential Buyer”) setting forth such desire to sell for cash such Shares, which Sale Notice shall be accompanied by a photocopy of the original Bona Fide Offer and shall set forth at least the name and address of the Outside Party and the price and terms of such Bona Fide Offer. Upon the giving of such Sale Notice, each Potential Buyer shall, subject to the priorities set forth below, have the option (which option (the “Purchase Option”), in the case of Purchaser Buyer and the Investor Buyers only, shall be assignable at Purchaser Buyer’s or each respective Investor Buyer’s, as the case may be, sole discretion, but only to its respective affiliates) to purchase all, but not less than all, of such Shares specified in the Sale Notice, on the same terms and conditions, including but not limited to the offer price for the Shares, as the Bona Fide Offer. Upon the occurrence of any Each Potential Buyer shall have thirty (30) days from receipt of the following triggering events: Sale Notice to provide written notice (the “Acceptance Notice”) to such Selling Executive Party of its desire to exercise such Purchase Option. If more than one Potential Buyer shall deliver an Acceptance Notice within such thirty (30) day period, the priority as among the Potential Buyers to match the Bona Fide Offer and purchase such Shares shall be, to the extent such Potential Buyers have delivered Acceptance Notices, first, the Company, and, second, if the Company shall have failed to deliver an Acceptance Notice, the Secondary Buyers, based on the allocations set forth below, provided, however, that the Company and the Secondary Buyers may in their discretion, agree to a different allocation of the Shares to be purchased as among themselves so long as each of them agrees to such allocation. If the Company fails to deliver an Acceptance Notice and (i) Exelixis’ receipt at least two Secondary Buyers deliver Acceptance Notices, each of Helsinn’s written solicitation them shall purchase from such Selling Executive Party such number of Shares as equals (A) the total number of Shares specified in the Sale Notice delivered by such Selling Executive Party multiplied by (B) a fraction, the numerator of which shall equal the number of Shares held by such Secondary Buyer on a fully-diluted basis as of the close of business on the day immediately prior to exercise the First Option; date on which such Selling Executive Party delivers the Sale Notice to the Potential Buyers and the denominator of which shall equal the aggregate number of Shares held by all Secondary Buyers who delivered Acceptance Notices, on a fully-diluted basis, on such date, or (ii) Helsinn’s receipt only one Secondary Buyer delivers an Acceptance Notice, such Secondary Buyer shall purchase all of Exelixis’ written request; the Shares specified in such Sale Notice. If a Potential Buyer or Potential Buyers, as applicable, elects to purchase, in the aggregate, all of the Shares covered by the Bona Fide Offer on the terms and conditions set forth in the Sale Notice, the Potential Buyer(s) entitled to purchase such Shares (iiithe “Chosen Buyer(s)”) Helsinn’s providing Exelixis shall be determined in accordance with the Final Reportpriorities set forth above and such Chosen Buyer(s) shall be obligated to purchase, Helsinn and such Selling Executive Party shall promptly provide be obligated to Exelixis under confidentiality sell, such information Shares at the price and data that may terms specified in the Sale Notice. The closing of the purchase by the Chosen Buyer(s) shall be relevant to Exelixis’ evaluation of whether it wishes to acquire held on a Business Day within sixty (60) days (or such a license and that Helsinn usually discloses to potential partners licensees and distributors. Exelixis may exercise the First Option by written notification to Helsinn at necessary longer period, if any, pending any time during the First Option Exercise Period. Commencing upon Helsinn’s receipt of such notification necessary approval or upon Exelixis’ receipt of Helsinn’s written solicitation to Exelixis to exercise the First Optionnon-objection by, the Parties shall negotiate on an exclusive basis or any filing with, any governmental or regulatory authority being sought in good faith for [ * ] days by appropriate proceedings promptly initiated and diligently conducted) after the giving of the relevant Acceptance Notice, at the principal offices of the Chosen Buyer(s), or at such other time and place as may be mutually agreed to by the Chosen Buyer(s) and the Selling Executive Party. If no Acceptance Notice(s) is (are) delivered within the “First Option Negotiation Period”periods specified above by one or more Potential Buyers, as applicable, with respect to all (but not less than all) of the Shares included in the Sale Notice, the Selling Executive Party shall, upon compliance with the provisions of Section 2.3, have the right to reach agreement on consummate the commercially reasonable sale of all (but not less than all) of the Shares covered by the Sale Notice to the Outside Party but only at the price and upon terms and conditions of an agreement for no less favorable to the distribution, promotion, marketing, use, [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. importation, offer for sale and/or sale of Products by Exelixis Selling Executive Party than those contained in the North American Territory Sale Notice (provided that the purchase price must be payable solely in cash) and only if such sale occurs on a date within sixty (60) days of the date of the Sale Notice; provided, however, that in the Option Field. If Exelixis fails event the Selling Executive Party has not so transferred all (but not less than all) of such Shares to exercise the First Option during the First Option Exercise Period, or if the Parties fail to execute an agreement Outside Party within the First Option Negotiation Period or any mutually agreed extension thereofsuch sixty (60) day period, then Helsinn such Shares thereafter shall continue to be free thereafter to directly distribute, promote, market, use, import and sell the Products in the North American Territory and/or, subject to Section 2.4.2, to discuss, negotiate and enter into an agreement with a Third Party for all of the distribution, promotion, marketing, use, importation, offer for sale and/or sale of Products in the North American Territory in the Option Field. If the Parties enter into an agreement for the license described restrictions contained in this Section 2.4.1, the Parties acknowledge and agree that Exelixis shall not [ * ] but, with Helsinn’s prior written consent (which shall not be unreasonably withheld or delayed), Exelixis may [ * ]Agreement.

First Option. Helsinn hereby grants Exelixis the exclusive option to obtain an exclusive license to distribute, promote, market, use, import, offer for sale and/or sell Products in the North American Territory in (a) Provided that Tenant meets the Option Field Criteria, Tenant shall have the right (herein called the “First Option”). Upon , to be exercised by written notice (herein called “Tenant’s First Election Notice”) given to Landlord not later than the occurrence of any of date which is thirty (30) days after the following triggering events: (i) Exelixis’ receipt of Helsinn’s written solicitation to exercise the First Option; (ii) Helsinn’s receipt of Exelixis’ written request; or (iii) Helsinn’s providing Exelixis with the Final Report, Helsinn shall promptly provide to Exelixis under confidentiality such information and data that may be relevant to Exelixis’ evaluation of whether it wishes to acquire such a license and that Helsinn usually discloses to potential partners licensees and distributors. Exelixis may exercise date the First Option Designation Notice is sent by written notification Landlord, to Helsinn at any time during add to the Premises the First Option Exercise PeriodPremises designated by Landlord in such First Option Designation Notice upon the terms hereof and for a term to be co-terminus with the Term of this Lease. Commencing upon Helsinn’s receipt Landlord shall send the First Option Designation Notice at least one hundred eighty (180), but not more than three hundred sixty-five (365), days prior to the First Option Premises Delivery Date. The First Option Premises shall be added to and included in the Premises on the date on which possession of the entirety of such notification or upon Exelixis’ receipt First Option Premises is delivered to Tenant vacant, broom clean, free of Helsinn’s written solicitation all tenancies, occupancies, and third-party rights, with all of the Building Systems servicing the Accepted Offered Space up to Exelixis the point of connection of localized distribution in good working order, and in its otherwise then “as is” condition (herein called the “First Option Space Inclusion Date.” Landlord shall have no obligation to exercise remove improvements made to the First OptionOption Space prior to delivery to Tenant, whether or not made by Landlord, nor shall Landlord have any obligation to prepare the Parties First Option Space for Tenant’s occupancy; and any work necessary to connect the First Option Space to the balance of the Premises shall negotiate be Tenant’s responsibility at Tenant’s sole cost and expense. Landlord shall cause the First Option Space Inclusion Date to occur on an exclusive basis in good faith or prior to the First Option Premises Delivery Date. If the First Option Space Inclusion Date does not occur by the First Option Premises Delivery Date as a result of the holding over of the prior tenant or for [ * ] days any other reason (other than Landlord’s willful refusal to deliver possession thereof to Tenant after such space has been vacated by the prior tenant thereof), Landlord shall not be subject to any liability whatsoever for such failure or inability to deliver possession, and the exercise of the First Option shall remain effective, but the date upon which Fixed Rent and Additional Rent shall commence with respect to such First Option Premises (the “First Option Negotiation PeriodSpace Rent Commencement Date”) shall not occur until the date on which the same is actually delivered to reach agreement Tenant. Landlord will use reasonable efforts to cause the prior tenant to vacate such space on or before the commercially reasonable terms and conditions expiration or termination of its lease without holding over (and, if applicable, to minimize the duration of any holding over) including, without limitation, promptly commencing summary dispossess proceedings or reaching an agreement with the existing tenant or occupant which includes a Stipulation of Settlement and a Warrant of Eviction (with a date for such tenant or occupant, as applicable, to vacate that is no later than ninety (90) days following the distributionexpiration date of its lease or occupancy agreement). In the event of such holdover, promotion, marketing, use, [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. importation, offer Landlord shall also have the right at any time to substitute comparable space for sale and/or sale of Products by Exelixis in the North American Territory in the Option Field. If Exelixis fails to exercise the First Option during Space. Notwithstanding anything to the contrary set forth in this Lease, (i) if the First Option Exercise Period, or if the Parties fail to execute an agreement within Inclusion Date does not occur by the First Option Negotiation Period Premises Delivery Date and substitute comparable space has not been offered to Tenant, Landlord shall pay Tenant any and all holdover payments made by any occupant or any mutually agreed extension tenant of the First Option Premises or portion thereof, which is in excess of the Fixed Rent and Additional Rent that Tenant would have paid for such First Option Premises, or portion thereof; and (ii) unless Landlord shall offer Tenant space elsewhere in the Building substantially similar to the First Option Premises, then Helsinn if the First Option Inclusion Date does not occur by the date that is the twelve (12) months following the First Option Premises Delivery Date, Tenant shall have the option to rescind the First Election Notice by giving notice to Landlord thereof, in which event the First Option Premises shall be free thereafter deemed not to directly distribute, promote, market, use, import and sell the Products in the North American Territory and/or, subject to Section 2.4.2, to discuss, negotiate and enter into an agreement with a Third Party for the distribution, promotion, marketing, use, importation, offer for sale and/or sale of Products in the North American Territory in the Option Field. If the Parties enter into an agreement for the license described in this Section 2.4.1, the Parties acknowledge and agree that Exelixis shall not [ * ] but, with Helsinn’s prior written consent (which shall not be unreasonably withheld or delayed), Exelixis may [ * ]have been delivered as required hereunder.

First Option. Helsinn hereby grants Exelixis (a) No Executive Party shall Transfer any Shares except as specifically permitted by this Section 2.8. If at any time any Executive Party (a "Selling Executive Party") desires to sell or otherwise dispose of for value all or any part of the exclusive option to obtain Shares held by such Selling Executive Party, and such Selling Executive Party shall have received an exclusive license to distribute, promote, market, use, import, irrevocable and unconditional bona fide arm's length written offer for sale and/or sell Products in the North American Territory in the Option Field (the “First Option”"Bona Fide Offer") for the purchase of such Shares for consideration consisting solely of cash from any third party unaffiliated with such Selling Executive Party (an "Outside Party"), the Selling Executive Party shall provide written notice (the "Sale Notice") to each of (i) Purchaser (together with its assigns, the "Purchaser Buyer") and (ii) the Company (each of Purchaser Buyer and the Company a "Potential Buyer") setting forth such desire to sell or otherwise dispose of for value such Shares, which Sale Notice shall be accompanied by a photocopy of the original Bona Fide Offer and shall set forth at least the name and address of the Outside Party and the price and terms of such Bona Fide Offer. Upon the occurrence giving of any such Sale Notice, each Potential Buyer shall, subject to the priorities set forth below, have the option (which option (the "Purchase Option"), in the case of Purchaser only, shall be assignable at Purchaser's sole discretion) to purchase all, but not less than all, of such Shares specified in the Sale Notice, on the same terms and conditions, including but not limited to the offer price for the Shares, of the following triggering events: Bona Fide Offer. Each Potential Buyer shall have thirty (i30) Exelixis’ days from receipt of Helsinn’s the Sale Notice to provide written solicitation notice (the "Acceptance Notice") to such Selling Executive Party of its desire to exercise the First such Purchase Option; . If more than one Potential Buyer shall deliver an Acceptance Notice within such thirty (ii30) Helsinn’s receipt of Exelixis’ written request; or (iii) Helsinn’s providing Exelixis with the Final Report, Helsinn shall promptly provide to Exelixis under confidentiality such information and data that may be relevant to Exelixis’ evaluation of whether it wishes to acquire such a license and that Helsinn usually discloses to potential partners licensees and distributors. Exelixis may exercise the First Option by written notification to Helsinn at any time during the First Option Exercise Period. Commencing upon Helsinn’s receipt of such notification or upon Exelixis’ receipt of Helsinn’s written solicitation to Exelixis to exercise the First Optionday period, the Parties priority as among the Potential Buyers to match the Bona Fide Offer and purchase such Shares shall negotiate on an exclusive basis be, to the extent such Potential Buyers have delivered Acceptance Notices, first, the Purchaser Buyer and, second, the Company. If a Potential Buyer or Potential Buyers, as applicable, elects to purchase, in good faith for [ * ] days (the “First Option Negotiation Period”) to reach agreement aggregate, all of the Shares covered by the Bona Fide Offer on the commercially reasonable terms and conditions set forth in the Sale Notice, the Potential Buyer(s) entitled to purchase such Shares (the "Chosen Buyer(s)") shall be determined in accordance with the priorities set forth above and such Chosen Buyer(s) shall be obligated to purchase, and such Selling Executive Party shall be obligated to sell, such Shares at the price and terms specified in the Sale Notice. The closing of an agreement for the distributionpurchase by the Chosen Buyer(s) shall be held on a Business Day within sixty days (60) days after the giving of the relevant Acceptance Notice, promotionat the principal offices of the Chosen Buyer(s), marketingor at such other time and place as may be mutually agreed to by the Chosen Buyer(s) and the Selling Executive Party. If no Acceptance Notice(s) is (are) delivered within the periods specified above by one or more Potential Buyers, useas applicable, [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTwith respect to all (but not less than all) of the Shares included in the Sale Notice, MARKED BY BRACKETSthe Selling Executive Party shall, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934upon compliance with the provisions of Section 2.3, AS AMENDED. importation, offer for sale and/or have the right to consummate the sale of Products all (but not less than all) of the Shares covered by Exelixis the Sale Notice to the Outside Party but only at the price and upon terms and conditions no less favorable to the Selling Executive Party than those contained in the North American Territory Sale Notice (provided that the purchase price must be payable solely in cash) and only if such sale occurs on a date within sixty (60) days of the date of the Sale Notice; provided, however, that in the Option Field. If Exelixis fails event the Selling Executive Party has not so transferred all (but not less than all) of such Shares to exercise the First Option during the First Option Exercise Period, or if the Parties fail to execute an agreement Outside Party within the First Option Negotiation Period or any mutually agreed extension thereofsuch ninety-day period, then Helsinn such Shares thereafter shall continue to be free thereafter to directly distribute, promote, market, use, import and sell the Products in the North American Territory and/or, subject to Section 2.4.2, to discuss, negotiate and enter into an agreement with a Third Party for all of the distribution, promotion, marketing, use, importation, offer for sale and/or sale of Products in the North American Territory in the Option Field. If the Parties enter into an agreement for the license described restrictions contained in this Section 2.4.1, the Parties acknowledge and agree that Exelixis shall not [ * ] but, with Helsinn’s prior written consent (which shall not be unreasonably withheld or delayed), Exelixis may [ * ]Agreement.