Common use of Must Take Premises Clause in Contracts

Must Take Premises. Each time during the Term of this Lease that the term of either Abbott Lease expires, the applicable portion of the Abbott Premises (“Must Take Premises”) shall automatically be added to and become a part of the Premises hereunder for the remaining Term of this Lease at the following triple net rental rates (it being agreed that the Lease Years noted in the chart below shall correspond with the Lease Years for the initial Premises leased hereunder such that if the Must Take Premises for Building A becomes a part of the Premises during Lease Year 3 for the initial Premises, then the initial rental rate payable by Tenant with respect to such Must Take Premises shall be $1.84 per square foot of rentable area and the same shall escalate on the same Base Rent Adjustment Date as is applicable with respect to the Premises): Building AOffice Building BLab The Must Take Premises shall be accepted by Tenant in its as-is condition as of the date that the applicable Must-Take Premises becomes part of the Premises; provided, however, that if on such date when the applicable Must-Take Premises becomes part of the Premises (i) any of the Systems in such Must-Take Premises is not in good operating condition, Landlord shall, at Landlord’s sole cost and expense and not as a reimbursable Expense, repair such System(s) so that such System(s) is/are in good operating condition, and (ii) the structural elements of the Must-Take Premises have deteriorated, other than as a result of normal wear and tear during the term of the Abbott Leases, from their condition as of the Commencement Date (as evidenced by property condition reports obtained by Landlord, copies of which shall be provided to Tenant) (“Baseline Condition”) such that structural repairs are required for the Must-Take Premises to be in structurally sound condition, Landlord shall, at Landlord’s sole cost and expense and not as a reimbursable Expense, complete such repairs to return the structural elements to substantially the Baseline Condition, and thereafter Landlord’s and Tenant’s respective maintenance and repair obligations under this Lease shall apply. The Base Rate with respect to such Must Take Premises shall be as set forth on the chart set forth above, and the Lease shall otherwise be on the same terms and conditions as this Lease, except as expressly set forth herein. In no event shall Tenant be required to take any portion of the Must Take Premises prior to the applicable Scheduled Abbott Lease Expirations. As of each respective commencement date with respect to the Must Take Premises, Tenant shall be required to also pay Building Operating Expenses and Project Expenses attributable with respect to each building in which the Must Take Premises is located. For purposes of calculating Tenant’s obligation to pay for Building Operating Expenses and Project Expenses with respect to the Must Take Premises, the Building Operating Expenses and Project Expenses shall include the continued amortization of any capital improvements or repairs made prior to Tenant leasing such Must Take Premises from Landlord as if Tenant were leasing such Must Take Premises under this Lease at the time such capital improvements or repairs were made. For the avoidance of any doubt, the Term of the lease with respect to the Must-Take Premises shall expire on the same date as the Term of the lease for the original Premises.

Must Take Premises. Each time during (a) Subject to the Term terms and conditions of this Lease that the term of either Abbott Lease expiresSection 6, the applicable Premises shall be expanded to include certain space, if available, on either the fourth (4th) or sixth (6th) floors of the Building contiguous to the portion of the Abbott Premises on such floors (the “Must Take Premises”), which Must Take Premises shall be at least 6,500 rentable square feet, provided that such minimum square footage shall be reduced by any square footage that Tenant shall have leased from Landlord in the Building following the Second Amendment Commencement Date (the “Optional Expansion Premises”). Notwithstanding the foregoing, if Landlord determines that there is no space available for delivery to Tenant meeting the foregoing conditions on such floors, Landlord shall use commercially reasonable efforts to identify other mutually agreeable comparable contiguous space in the rentable areas of the Building. If Landlord determines that such acceptable space is available, Landlord shall deliver a notice to Tenant (“Landlord’s Must Take Notice”) that contains (A) the location of the Must Take Premises, (B) the estimated date (“Estimated Must Take Possession Date”) on which Landlord expects to deliver the Must Take Premises to Tenant, which shall automatically be added no sooner than three (3) months following the Tenant’s receipt of Landlord’s Must Take Notice and, unless Tenant agrees in its sole discretion, shall in no event be sooner than August 14, 2010 and no later than March 15, 2011. Within thirty days after receipt of Landlord’s Must Take Notice, Landlord and Tenant shall enter into an amendment to the Lease that is mutually agreeable to Landlord and become a part Tenant memorializing the addition of the Must Take Premises to the Lease and the amendment to the applicable defined terms hereunder, but failure of the parties to execute such an amendment shall have no effect on the effectiveness of the expansion of the Premises hereunder for to include the remaining Term Must Take Premises, and the economic terms associated therewith, as set forth above, except as otherwise provided in Section 6(d) below. (b) Unless Tenant shall elect not to lease the Must Take Premises under Section 6(e) below, Landlord shall deliver possession of this Lease at the following triple net rental rates Must Take Premises to Tenant on the Estimated Must Take Possession Date, in broom clean condition, vacant of any tenant or occupant, and free of personal property and in its then “as is” condition. The “Must Take Premises Commencement Date” shall be the earlier of (it being agreed i) the date that Landlord delivers possession of the Lease Years noted Must Take Premises to Tenant in the chart below shall correspond with condition required under Section 6(a) (but not earlier than the Lease Years for Estimated Must Take Possession Date) or (ii) the initial Premises leased hereunder such date that if Tenant accepts possession of the Must Take Premises for Building A becomes a part the commencement of construction of its tenant improvements. On the Premises during Lease Year 3 for the initial Premises, then the initial rental rate payable by Tenant with respect to such Must Take Premises shall be $1.84 per square foot of rentable area and the same shall escalate on the same Base Rent Adjustment Date as is applicable with respect to the Premises): Building AOffice Building BLab The Must Take Premises shall be accepted by Tenant in its as-is condition as of the date that the applicable Must-Take Premises becomes part of the Premises; providedCommencement Date, however, that if on such date when the applicable Must-Take Premises becomes part of the Premises (i) any of the Systems in such Must-Take Premises is not in good operating condition, Landlord shall, at Landlord’s sole cost and expense and not as a reimbursable Expense, repair such System(s) so that such System(s) is/are in good operating condition, and (ii) the structural elements of the Must-Take Premises have deteriorated, other than as a result of normal wear and tear during the term of the Abbott Leases, from their condition as of the Commencement Date (as evidenced by property condition reports obtained by Landlord, copies of which shall be provided to Tenant) (“Baseline Condition”) such that structural repairs are required for the Must-Take Premises to be in structurally sound condition, Landlord shall, at Landlord’s sole cost and expense and not as a reimbursable Expense, complete such repairs to return the structural elements to substantially the Baseline Condition, and thereafter Landlord’s and Tenant’s respective maintenance and repair obligations under this Lease shall apply. The Base Rate with respect to such Must Take Premises shall be as set forth on the chart set forth above, and the Lease shall otherwise be on expanded to include the same terms and conditions as this Lease, except as expressly set forth hereinMust Take Premises. In Landlord shall have no event shall Tenant be required obligation to take perform any portion work or improvements in connection with the delivery of the Must Take Premises prior to the applicable Scheduled Abbott Lease ExpirationsTenant. As The failure to have so delivered possession of each respective commencement date with respect to the Must Take Premises, Tenant shall be required to also pay Building Operating Expenses and Project Expenses attributable with respect to each building in which the Must Take Premises is located. For purposes of calculating Tenant’s obligation to pay for Building Operating Expenses and Project Expenses with respect on or prior to the Must Take PremisesEstimated Second Possession Date shall in no way affect the validity of the Lease or the obligations of Tenant hereunder, nor shall the Building Operating Expenses and Project Expenses shall include the continued amortization of same be construed in any capital improvements or repairs made prior way to Tenant leasing such Must Take Premises from Landlord as if Tenant were leasing such Must Take Premises under this Lease at the time such capital improvements or repairs were made. For the avoidance of any doubt, extend the Term of the lease with respect to the Must-Take Premises shall expire on the same date as the Term of the lease for the original PremisesLease.

Must Take Premises. Each time during the Term of this Lease that the term of either Abbott Lease expires, the applicable portion (A) The Must Take Premises is comprised of the Abbott Premises (“First Must Take Premises”) , the Second Must Take Premises and the Third Must Take Premises. Each Premises Component of the Must Take Premises shall automatically be added to and become a part of the Premises hereunder for on the remaining Term date specified in Exhibit K as the Anticipated Delivery Date therefor, or upon such later date upon which Landlord delivers vacant possession of this Lease at the following triple net rental rates (it being agreed that the Lease Years noted in the chart below shall correspond with the Lease Years for the initial Premises leased hereunder such that if the pertinent Must Take Premises for Building A becomes a part of the Premises during Lease Year 3 for the initial Premises, then the initial rental rate payable by Tenant with respect . The terms and conditions which shall apply to such Must Take Premises shall be $1.84 per square foot of rentable area are as set forth in Exhibit K, and otherwise as provided in this Lease. (B) Notwithstanding anything to the same shall escalate on the same Base Rent Adjustment Date as is applicable contrary set forth in Exhibit K with respect to the Anticipated Delivery Date and Anticipated Rent Commencement Date of the First Must Take Premises): Building AOffice Building BLab The , unless Tenant gives Landlord notice requesting that the Anticipated Delivery Date of the First Must Take Premises be accelerated to a date prior to January 1, 2010 (the “First Must Take Premises Acceleration Request Notice”), the Anticipated Delivery Date for the First Must Take Premises shall be accepted by January 1, 2010 and the Anticipated Rent Commencement Date therefor shall be January 1, 2010. If Tenant in its as-is condition as of should desire to incorporate the date that the applicable Must-First Must Take Premises becomes part of into the Premises; providedPremises sooner than January 1, however2010 (but not in any event sooner than January 1, that if on such date when 2008), then Tenant must give Landlord the applicable Must-First Must Take Premises becomes part of Acceleration Request Notice, whereupon Landlord shall endeavor in good faith, without any liability to Tenant should Landlord not have success in negotiating an early surrender by the Premises (i) any of existing occupant thereof, to deliver the Systems in such Must-First Must Take Premises is earlier than January 1, 2010 (but not in good operating conditionany event sooner than January 1, Landlord shall, at Landlord’s sole cost and expense and not as a reimbursable Expense, repair such System(s) so that such System(s) is/are in good operating condition, and (ii) 2008). If the structural elements of the Must-Take Premises have deteriorated, other than as a result of normal wear and tear during the term of the Abbott Leases, from their condition as of the Commencement Date (as evidenced by property condition reports obtained by Landlord, copies of which shall be provided to Tenant) (“Baseline Condition”) such that structural repairs are required for the Must-Take Premises to be in structurally sound condition, Landlord shall, at Landlord’s sole cost and expense and not as a reimbursable Expense, complete such repairs to return the structural elements to substantially the Baseline Condition, and thereafter Landlord’s and Tenant’s respective maintenance and repair obligations under this Lease shall apply. The Base Rate with respect to such First Must Take Premises shall be delivered to Tenant earlier than January 1, 2010 in accordance with Tenant’s request as set forth on aforesaid, then the chart set forth above, and the Lease terms of Exhibit K shall otherwise be on the same terms and conditions as this Lease, except as expressly set forth hereinapplicable thereto. In no event shall Landlord have any obligation to incur any costs or expenses whatsoever in endeavoring to accelerate the delivery to Tenant of the First Must Take Premises. (C) Notwithstanding anything to the contrary set forth in Exhibit K with respect to the Anticipated Delivery Date and Anticipated Rent Commencement Date of the Second Must Take Premises, unless Tenant gives Landlord notice requesting that the Anticipated Delivery Date of the Second Must Take Premises be required accelerated to take a date prior to January 1, 2010 (the “Second Must Take Premises Acceleration Request Notice”), the Anticipated Delivery Date for the Second Must Take Premises shall be January 1, 2010 and the Anticipated Rent Commencement Date therefor shall be May 1, 2010. If Tenant should desire to incorporate the Second Must Take Premises into the Premises sooner than January 1, 2010 (but not in any portion event sooner than June 1, 2008), then Tenant must give Landlord the Second Must Take Premises Acceleration Request Notice, whereupon Landlord shall endeavor in good faith, without any liability to Tenant should Landlord not have success in negotiating an early surrender by the existing occupant thereof, to deliver the Second Must Take Premises earlier than January 1, 2010 (but not in any event sooner than June 1, 2008). If the Second Must Take Premises shall be delivered to Tenant earlier than January 1, 2010 in accordance with Tenant’s request as aforesaid, then the terms of Exhibit K shall be applicable thereto. In no event shall Landlord have any obligation to incur any costs or expenses whatsoever in endeavoring to accelerate the delivery to Tenant of the Second Must Take Premises. (D) Notwithstanding the fact that the incorporation of the Must Take Premises prior shall be self-executing, the parties hereby agree to properly execute a lease amendment reflecting the applicable Scheduled Abbott Lease Expirations. As addition of each respective commencement date with respect to the Must Take Premises, Tenant shall be required to also pay Building Operating Expenses and Project Expenses attributable with respect to each building in which Premises Component of the Must Take Premises is located. For purposes of calculating Tenant’s obligation to pay for Building Operating Expenses and Project Expenses with respect to the Must Take Premises, the Building Operating Expenses and Project Expenses shall include the continued amortization of any capital improvements or repairs made prior to Tenant leasing such Must Take Premises from Landlord as if Tenant were leasing such Must Take Premises under this Lease at the time such capital improvements or repairs were made. For the avoidance of any doubt, the Term of the lease with respect to the Must-Take Premises shall expire on the same date as the Term of the lease for the original Premises.

Must Take Premises. Each time during Landlord shall lease to Tenant, and Tenant shall lease from Landlord, approximately 21,528 rentable square feet of area located on the Term sixth (6) floor of this Lease that Tower 1, and approximately 4,138 rentable square feet of area located on the term sixth (6th) floor of either Abbott Lease expiresTower 3, which areas are more particularly depicted on Exhibit “A” hereto (the applicable portion of the Abbott Premises (“Must Take Premises”) shall automatically be added to upon the following terms and become a part conditions: (i) the rent commencement date of the Premises hereunder for the remaining Term of this Lease at the following triple net rental rates (it being agreed that the Lease Years noted in the chart below shall correspond with the Lease Years for the initial Premises leased hereunder such that if the Must Take Premises for Building A becomes a part of the Premises during Lease Year 3 for the initial Premises, then the initial rental rate payable by Tenant with respect to such the Must Take Premises shall be $1.84 per square foot of rentable area and the same shall escalate on the same Base Rent Adjustment Date as is applicable with respect earlier to the Premises): Building AOffice Building BLab The Must Take Premises shall be accepted by Tenant in its as-is condition as occur of the date that is the first day of the twenty-fifth (25th) full calendar months following the Commencement Date, or the date Tenant commences to use the applicable Must-Take Premises becomes part of the Premises; provided, however, that if on such date when the applicable Must-Take Premises becomes part of the Premises (i) any of the Systems in such Must-Take Premises is not in good operating condition, Landlord shall, at Landlord’s sole cost and expense and not as a reimbursable Expense, repair such System(s) so that such System(s) is/are in good operating condition, and (ii) the structural elements of the Must-Take Premises have deteriorated, other than as a result of normal wear and tear during the term of the Abbott Leases, from their condition as of the Commencement Date (as evidenced by property condition reports obtained by Landlord, copies of which shall be provided to Tenant) (“Baseline Condition”) such that structural repairs are required for the Must-Take Premises to be in structurally sound condition, Landlord shall, at Landlord’s sole cost and expense and not as a reimbursable Expense, complete such repairs to return the structural elements to substantially the Baseline Condition, and thereafter Landlord’s and Tenant’s respective maintenance and repair obligations under this Lease shall apply. The Base Rate with respect to such Must Take Premises shall be as set forth on the chart set forth above, and the Lease shall otherwise be on the same terms and conditions as this Lease, except as expressly set forth herein. In no event shall Tenant be required to take any portion of the Must Take Premises prior to for office purposes; (ii) the applicable Scheduled Abbott expiration date of the Lease Expirations. As of each respective commencement date with respect to the Must Take Premises, Tenant Premises shall be required to also pay Building Operating Expenses and Project Expenses attributable coterminous with the term of the Lease with respect to each building in which the Initial Demised Premises; (iii) the Base Annual Rent for the Must Take Premises shall be equal to the product of (x) 25,666 (or the applicable portion) multiplied times (y) the amount per rentable square foot as then escalated that Tenant is located. For purposes of calculating then paying as the Base Annual Rent with respect to the Initial Demised Premises; (iv) Tenant’s obligation “Proportionate Share” shall be increased to pay reflect the additional rentable square footage that is contained within the Must Take Premises; (v) Tenant shall lease the Must Take Premises from Landlord in its as is condition; (vi) Tenant shall receive a construction allowance for Building Operating Expenses and Project Expenses the Must Take Premises in an amount equal to the product of $70.00 multiplied by the number of square feet of rentable area contained within the Must Take Premises, provided, however, if the rent commencement date for the Must Take Premises does not occur by the date that is the first day of the thirteenth (13th) full calendar months following the Commencement Date, then the amount of the pro-rated rental abatement for the Must Take Premises that commences after the rent commencement date shall be reduced by $5.00 per rentable square foot; (vii) the Base Annual Rent that is then payable with respect to the Must Take PremisesPremises shall be increased at the same times and by the same percentages, as the Building Operating Expenses and Project Expenses Initial Demised Premises [i.e., 2.50% per year]. Except as set forth in the sentence which immediately precedes this sentence, Tenant shall include lease the continued amortization of any capital improvements or repairs made prior to Tenant leasing such Must Take Premises from Landlord as if upon all of the terms and conditions that are applicable to Tenant’s leasing of the Demised Premises. In the event Tenant were leasing such desires to use a portion, but not all of the Must Take Premises under this Lease at for office purposes prior to the time such capital improvements or repairs were made. For date that is the avoidance of any doubt, the Term first day of the lease with respect to twenty-fifth (25th) full calendar months following the Must-Take Premises shall expire on the same date as the Term Commencement Date, then Tenant may use a portion of the lease for Must Take Space in the original Premisesfollowing progressive sequence: (a) the 4,138 square feet connecting area in Tower 3; (b) one half (1/2) of the sixth (6th) floor of Tower 1; and (c) the balance of the sixth (6th) floor of the Tower 1.