Common use of First Option Clause in Contracts

First Option. (a) Provided that Tenant meets the Option Criteria, Tenant shall have the right (herein called the “First Option”), to be exercised by written notice (herein called “Tenant’s First Election Notice”) given to Landlord not later than the date which is thirty (30) days after the date the First Option Designation Notice is sent by Landlord, to add to the Premises the First Option Premises 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. 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 First Option Premises is delivered to Tenant vacant, broom clean, free of all tenancies, occupancies, and third-party rights, with all of the Building Systems servicing the Accepted Offered Space up to 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 remove improvements made to the First Option Space prior to delivery to Tenant, whether or not made by Landlord, nor shall Landlord have any obligation to prepare the First Option Space for Tenant’s occupancy; and any work necessary to connect the First Option Space to the balance of the Premises shall be Tenant’s responsibility at Tenant’s sole cost and expense. Landlord shall cause the First Option Space Inclusion Date to occur on 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 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 Space Rent Commencement Date”) shall not occur until the date on which the same is actually delivered to Tenant. Landlord will use reasonable efforts to cause the prior tenant to vacate such space on or before the 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 expiration date of its lease or occupancy agreement). In the event of such holdover, Landlord shall also have the right at any time to substitute comparable space for the First Option Space. Notwithstanding anything to the contrary set forth in this Lease, (i) if the First Option Inclusion Date does not occur by the First Option 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 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 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 deemed not to have been delivered as required hereunder.

First Option. (a) Provided that Tenant meets The Optionor hereby grants to the Optionee the sole and exclusive right and option, subject to the terms of this Agreement, to acquire an eighty percent (80%) interest in the Property, free and clear of all Encumbrances, save and except for the Royalty Interest or as required under Applicable Laws, including in particular the right of a Governmental Authority in Niger to retain or acquire an interest in the Property (a “Governmental Interest”), which Governmental Interest will be deducted pro rata from the respective interests in the Property of each of the Parties. (b) The Optionee shall have the option until the First Option CriteriaEarn-In Due Date, Tenant to earn an 80% interest in and to the Property by incurring Qualifying Expenditures on the Property of at least two million dollars ($2,000,000), such Qualifying Expenditures to be conducted as determined by the Technical Committee, and such Qualifying Expenditures to include Drilling Expenditures of at least one million five hundred thousand dollars ($1,500,000) on the most prospective areas of the Property as determined by the Technical Committee. Such Qualifying Expenditures are referred to herein as the “First Option Work Requirements”. (c) This Agreement and the First Option shall be terminated if the Optionee has failed, on or before the First Option Earn-In Due Date, to complete the First Option Work Requirements. (d) Subject to Section 3.2(c), provided Optionee has completed the First Option Work Requirements and any disputes regarding the completion of such works have been resolved, and as applicable any shortfall cured (including by the payment of cash by the Optionee to the Optionor in the amount of any such shortfall on the written consent of the Optionor, such consent not to be unreasonably withheld), the Optionee shall have the right (herein called but not the “First Option”), obligation to be exercised by written notice (herein called “Tenant’s First Election Notice”) given to Landlord not later than the date which is thirty (30) days after the date exercise the First Option Designation Notice is sent and acquire and receive from Optionor 80% interest in the Property by Landlord, providing a notice of intention to add to the Premises exercise the First Option Premises 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. 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 First Option Premises is delivered to Tenant vacant, broom clean, free of all tenancies, occupancies, and third-party rights, with all of the Building Systems servicing the Accepted Offered Space up to 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 remove improvements made to the First Option Space prior to delivery to Tenant, whether or not made by Landlord, nor shall Landlord have any obligation to prepare the First Option Space for Tenant’s occupancy; and any work necessary to connect the First Option Space to the balance of the Premises shall be Tenant’s responsibility at Tenant’s sole cost and expense. Landlord shall cause the First Option Space Inclusion Date to occur on 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 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 Space Rent Commencement DateEarn-In Notice”) ), which notice shall not occur until the date on which the same is actually delivered to Tenant. Landlord will use reasonable efforts to cause the prior tenant to vacate such space on or before the expiration or termination include a detailed accounting 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 all Qualifying Expenditures and a Warrant signed copy of Eviction (with a date for such tenant or occupant, as applicable, to vacate that is no later than ninety (90) days following the expiration date of its lease or occupancy agreement)NSR Royalty Agreement. In the event of such holdover, Landlord shall also have the right at any time to substitute comparable space for the First Option Space. Notwithstanding anything to the contrary set forth in this Lease, (i) if the First Option Inclusion Date does not occur by the First Option 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 tenant Upon delivery of the First Option Premises or portion thereofEarn-In Notice, which is in excess resolution 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 any disputes regarding the First Option PremisesWork Requirements, then if and as applicable any shortfall in such requirements having been cured, 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 Optionee shall have acquired an eighty percent (80%) interest in the option to rescind Property, free and clear of all Encumbrances, save and except for the First Election Notice by giving notice to Landlord thereofRoyalty Interest or as may be required under Applicable Laws, including in which event the First Option Premises shall be deemed not to have been delivered as required hereunderparticular a Governmental Interest.

First Option. (a) Provided that Tenant meets is not in default under this Lease beyond any applicable notice and cure period, either at the Option Criteriatime of exercise of Tenant's option or at the time the extended term commences, Tenant shall will have the right option (herein called 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. In the event Tenant desires to be exercised exercise Tenant's First Option, Tenant shall, at least nine (9) months prior to the expiration of the Initial Term, so advise Landlord by an unequivocal written notice (herein called “Tenant’s First Election Notice”) given to of such desire. Landlord not later than the date which is shall, within thirty (30) days after of receipt of such notice, advise Tenant in writing of the date minimum monthly rent Landlord desires to charge for the First Option Designation Notice is sent by Period. Within thirty (30) days of Tenant's receipt of Landlord's notification, Tenant shall advise Landlord, to add to in writing, of Tenant's election of one of the Premises following: (i) Tenant's acceptance of Landlord's proposed rental provisions for the First Option Premises designated by Period (in which case Landlord in such and Tenant shall promptly enter into a Lease Extension Agreement incorporating Landlord's minimum monthly rental determination), or (ii) Tenant's desire to exercise the First Option Designation Notice upon the terms hereof and for a term to be co-terminus Option, but with the Term of this Lease. Landlord shall send minimum monthly rent for the First Option Designation Notice at least one hundred eighty Period to be determined pursuant to subparagraph (180C), 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 First Option Premises is delivered to Tenant vacant, broom clean, free of all tenancies, occupancies, and third-party rights, with all of the Building Systems servicing the Accepted Offered Space up to 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 remove improvements made to the First Option Space prior to delivery to Tenant, whether or not made by Landlord, nor shall Landlord have any obligation to prepare the First Option Space for Tenant’s occupancy; and any work necessary to connect the First Option Space to the balance of the Premises shall be Tenant’s responsibility at Tenant’s sole cost and expense. Landlord shall cause the First Option Space Inclusion Date to occur on 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 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 Space Rent Commencement Date”) shall not occur until the date on which the same is actually delivered to Tenant. Landlord will use reasonable efforts to cause the prior tenant to vacate such space on or before the 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 expiration date of its lease or occupancy agreement)below. In the event Tenant fails to notify Landlord of such holdover, Landlord shall also have the right at any time to substitute comparable space for the First Option Space. Notwithstanding anything to the contrary either option set forth in this Lease, (i) if the First Option Inclusion Date does not occur by the First Option 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 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 if the First Option Inclusion Date does not occur by the date that is the twelve (12) months following the First Option Premises Delivery Dateabove, Tenant shall be deemed to have the option to rescind not exercised the First Election Notice Option, and the Lease shall terminate at the expiration of the Initial Term. Unless otherwise agreed to by giving notice the parties in writing, Tenant's exercise of Tenant's option rights hereunder shall only be effective if it relates to Landlord thereof, in which event all space being leased by Tenant at the First Option Premises shall be deemed not to have been delivered as required hereundertime of such exercise.

First Option. (ai) Provided During the Term of Part 1, Tenant is hereby granted the option to lease any space above the 13th floor of the Building that becomes available upon the expiration or termination of any lease to any third-party Tenant meets ("OFFERED SPACE"). Tenant's rights to any Offered Space under this Paragraph 32.D. shall, however, be subject and subordinate to the Option Criteriaexpansion rights and 30-day first option right of IBT under IBT's lease with Landlord as it exists on the date hereof for floors that are up to and including the 18th floor and 3,198 square feet of Rentable Area on the 19th floor as shown on Exhibit Q (unless as of the Commencement Date Tenant shall have elected to lease all of the Part 4 space in which event IBT's priority shall exist only below the 18th floor.) Landlord shall keep Tenant fully advised in a timely manner as to the availability or likely availability of space giving rise to rights in Tenant under this Paragraph 32.D. and as to IBT's actions with respect to IBT's option and expansion rights in the Building. (ii) Tenant's option right under this Paragraph 32.D. shall consist of a right to receive an offer to lease any space in the Building located above the 13th floor other than Landlord's initial lease of such space. As respects Offered Space where IBT has a priority right to receive a first offer, the time periods for the commencement and exercise of Tenant's rights under this Paragraph 32.D. shall commence with the expiration of IBT's 30-day first offer right. Landlord shall give Tenant written notice of the availability of such space and the then available Base Rent for a term not less than five (5) years nor exceeding fifteen (15) years ending on the day prior to the next occurring commencement date of an Extension Term and otherwise on the terms, covenants and conditions contained in this Lease. Tenant shall have 30 days after receipt of such notice to accept or reject the Offered Space. If Tenant does not elect to lease such Offered Space within such thirty (30) day period, then Landlord may, for a period of two hundred seventy (270) days after such thirty (30) day option period, lease such space to other parties upon terms no less favorable to Landlord than those offered to Tenant. During such 270 day period Landlord may change its terms for the leasing of any Offered Space and re-offer such space to Tenant for thirty (30) days in the same fashion as if Landlord were initially submitting the offer for such space to Tenant under this Paragraph 32.D. Landlord may vary the length of the term of the lease of any Offered Space and Landlord may vary the economic elements of an offer of any such space so that Landlord's offer has substantially equivalent economic effect and the offer shall be deemed to be substantially similar to that made available to Tenant. (iii) Landlord shall not lease any Offered Space upon lease terms that are less favorable to Landlord than those offered to Tenant without first notifying Tenant in writing. Upon receipt of such a notice, Tenant shall have the right for seven (herein called the “First Option”), to be exercised by written notice (herein called “Tenant’s First Election Notice”7) given to Landlord not later than the date which is thirty (30) business days after the date receipt of any such notice to lease the First Option Designation Notice is sent by LandlordOffered Space on such new terms, subject to add adjustment of such terms to otherwise conform to this Lease and reflect the Premises the First Option Premises 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. 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 equivalent economic effect on the date on which possession of the entirety of such First Option Premises is delivered to Tenant vacant, broom clean, free of all tenancies, occupancies, and third-party rights, with all of the Building Systems servicing the Accepted Offered Space up to the point of connection of localized distribution in good working order, and in its otherwise then “offer as is” condition (herein called the “First Option Space Inclusion Dateso adjusted.” Landlord shall have no obligation to remove improvements made to the First Option Space prior to delivery to Tenant, whether or not made by Landlord, nor shall Landlord have any obligation to prepare the First Option Space for Tenant’s occupancy; and any work necessary to connect the First Option Space to the balance of the Premises shall be Tenant’s responsibility at Tenant’s sole cost and expense. Landlord shall cause the First Option Space Inclusion Date to occur on 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 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 Space Rent Commencement Date”) shall not occur until the date on which the same is actually delivered to Tenant. Landlord will use reasonable efforts to cause the prior tenant to vacate such space on or before the 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 expiration date of its lease or occupancy agreement). In the event of such holdover, Landlord shall also have the right at any time to substitute comparable space for the First Option Space. Notwithstanding anything to the contrary set forth in this Lease, (i) if the First Option Inclusion Date does not occur by the First Option 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 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 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 deemed not to have been delivered as required hereunder.

First Option. (a) Provided that Tenant meets 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 Criteria, Tenant shall have the right Field (herein called 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 exercised by written notice (herein called “Tenant’s First Election Notice”) given relevant to Landlord not later than the date which is thirty (30) days after the date 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 Designation Notice is sent by Landlord, written notification to add to the Premises Helsinn at any time during the First Option Premises designated by Landlord in Exercise Period. Commencing upon Helsinn’s receipt of such First Option Designation Notice notification or upon the terms hereof and for a term Exelixis’ receipt of Helsinn’s written solicitation to be co-terminus with the Term of this Lease. Landlord shall send Exelixis to exercise the First Option Designation Notice at least one hundred eighty (180)Option, but not more than three hundred sixty-five (365), days prior to the First Option Premises Delivery Date. The First Option Premises Parties shall be added to and included in the Premises negotiate on the date on which possession of the entirety of such First Option Premises is delivered to Tenant vacant, broom clean, free of all tenancies, occupancies, and third-party rights, with all of the Building Systems servicing the Accepted Offered Space up to the point of connection of localized distribution an exclusive basis 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 remove improvements made to the First Option Space prior to delivery to Tenant, whether or not made by Landlord, nor shall Landlord have any obligation to prepare the First Option Space faith for Tenant’s occupancy; and any work necessary to connect the First Option Space to the balance of the Premises shall be Tenant’s responsibility at Tenant’s sole cost and expense. Landlord shall cause the First Option Space Inclusion Date to occur on 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 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 [ * ] days (the “First Option Space Rent Commencement DateNegotiation 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 not occur until be free thereafter to directly distribute, promote, market, use, import and sell the date on which Products in the same is actually delivered North American Territory and/or, subject to Tenant. Landlord will use reasonable efforts to cause the prior tenant to vacate such space on or before the expiration or termination of its lease without holding over (and, if applicableSection 2.4.2, to minimize the duration of any holding over) includingdiscuss, without limitation, promptly commencing summary dispossess proceedings or reaching negotiate and enter into 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 expiration date of its lease or occupancy agreement). In the event of such holdover, Landlord shall also have the right at any time to substitute comparable space Third Party for the First distribution, promotion, marketing, use, importation, offer for sale and/or sale of Products in the North American Territory in the Option SpaceField. Notwithstanding anything to If the contrary set forth Parties enter into an agreement for the license described in this LeaseSection 2.4.1, the Parties acknowledge and agree that Exelixis shall not [ * ] but, with Helsinn’s prior written consent (i) if the First Option Inclusion Date does which shall not occur by the First Option Premises Delivery Date and substitute comparable space has not been offered to Tenantbe unreasonably withheld or delayed), Landlord shall pay Tenant any and all holdover payments made by any occupant or 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 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 deemed not to have been delivered as required hereunderExelixis may [ * ].