Common use of Option to Extend Term Clause in Contracts

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.

Appears in 3 contracts

Samples: Lease (NanoString Technologies Inc), Lease (NanoString Technologies Inc), Lease (NanoString Technologies Inc)

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Option to Extend Term. A. Tenant shall have and is hereby granted the option (“Option”) to extend the Term hereof for one (1) period of this Lease by five three (53) years (the “Fifth Extension TermPeriod”) as provided that: (i) Tenant delivers written notice (the “Extension Notice”) to Landlord, no earlier than twelve (12), and no later than nine (9), months prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension Expiration Date, time being of the Term pursuant essence, of Tenant’s irrevocable election to exercise such extension option; (ii) no default by Tenant under the Option shall be on all Lease exists at the same terms and conditions time of Landlord’s receipt of the Extension Notice or as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on of the first (1st) day of the Fifth Extension Term Period; and each anniversary date thereof (iii) Tenant has not assigned its interest in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: Lease (aother than to a Qualified Tenant Affiliate [hereinafter defined]) ninety-five or sublet more than twenty percent (9520%) of the Premises (other than to a Qualified Tenant Affiliate). B. All terms and conditions of the Lease shall remain in full force and effect during the Fifth Extension Period, except that Base Rent (on a per rentable square foot basis) payable during the Fifth Extension Period shall equal the Fair Market Value for Rental Rate (hereinafter defined) at the Extension Term; and (b) 103% time of the then-current Basic Annual Rent at the end commencement of the then-current TermFifth Extension Period. As used herein, and shall be adjusted in accordance with Article 7 hereof. the term “Fair Market ValueRental Ratemeans shall mean the then-prevailing average annual fair market rental rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion would be agreed upon between a landlord and nonaffiliated tenants of similar financial strength a tenant entering into a lease for comparable space in comparable laboratory buildings comparably locatedas to location, with comparable sizeconfiguration, quality size and floor height use, in a first class office buildingcomparable building as to quality, or as appropriateage, a laboratory buildingreputation and location in the Raleigh / Durham, taking North Carolina area, which Fair Market Rental Rate shall take into consideration all relevant factors, including, without limitation, any then applicable market tenant concessions for renewal tenants with credit similar to the proposed lease term, credit of Tenant at the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with time of the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesRental Rate.

Appears in 2 contracts

Samples: Office Lease (Chimerix Inc), Office Lease (Chimerix Inc)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five three (53) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the an Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual 42.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: of (a) ninety-five one hundred three percent (95103%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Base Rent at the end of and (b) the then-current Termfair market value for comparable office and laboratory space in the Watertown and West Cambridge submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the date that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by an FMV percentage increase. “Fair Market Value” means Tenant may, no more than twelve (12) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value Watertown and West Cambridge laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area Watertown and West Cambridge submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the years prior to appointment pursuant hereto. Each of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give submit to the Appraisers (with a copy Baseball Arbitrator and to the other party) party its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueFMV. The Appraisers Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select or designate any other Fair Market ValueFMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Appraiser(sOption term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 42.2. The Option is not assignable separate and apart from this Lease. 42.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall bind be of the partiesessence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 42.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant (i) has failed to pay Base Rent when due two (2) or more times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option or (ii) two (2) or more Defaults have occurred in such 12-month period, whether or not Tenant has cured such Defaults.

Appears in 2 contracts

Samples: Lease (Pandion Therapeutics Holdco LLC), Lease (Pandion Therapeutics Holdco LLC)

Option to Extend Term. Provided that Tenant is not in default under the Lease after the lapse of any applicable cure periods, Tenant shall have the one (1) option (“Option”) to extend the Term of this the Lease by for an additional period of five (5) years (the Extension Option Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all of the same terms and conditions as this of the Lease, except as follows: 42.1 Basic Annual expressly provided below in this Section 2.4. Tenant may exercise the Option by delivering written notice to Landlord of its intention to so extend the term of the Lease no later than June 30, 2012. Base Rent payable during the Option Term shall be adjusted on the first greater of (1sta) day Eighty-Four Thousand Four Hundred Sixty-One and 13/100 Dollars ($84,461.13) per month, plus cumulative annual increases of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent three percent (3%) during the Extension Term shall equal the greater of: Option Term, or (ab) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and Rate (bas defined below) 103% as of the then-current Basic Annual Rent at date on which Tenant exercises the end of Option. The “Market Rate” shall mean the then-current Term, terms and shall conditions which would be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, offered to a non-equity (i.e.equity, not being offered equity non synthetic-lease tenant for comparable laboratory space with improvements of comparable age, appearance and quality of construction located in the Building), nonrenewal, nonexpansion and nonaffiliated tenants Sorrento Mesa submarket of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingSan Diego, taking into consideration all relevant factorsaccount the value of existing tenant improvements over standard tenant improvements, includingparking ratios, without limitationrental rates, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or rent concessions, if anyoperating expense base year, rent increases and excluding specialized tenant improvements or tenant paid improvements for a comparable termequivalent location, access, visibility and signage. Comparable lease terms shall be based on five (5) year transactions with corresponding adjustments to rental rates and concessions. Landlord shall determine the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent Rate by using its good faith judgment and shall provide written notice of the services provided Market Rate to Tenant within fifteen (15) days after Tenant delivers notice of exercise of the Option. Tenant shall have thirty (30) days (“Tenant’s Review Period”) after receipt of Landlord’s notice of the Market Rate within which to accept such rent or to be provided to the Premises, and contraction and expansion optionsreasonably object thereto in writing. In the event that Tenant objects, Landlord and Tenant shall attempt to agree upon the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packagesRate using their good faith efforts. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten are unable to reach agreement within fifteen (1015) years’ experience in appraising the rental value of leased commercial premises days following Tenant’s Review Period (for research and development and laboratory uses) in the Seattle, Washington area (the AppraiserOutside Agreement Date”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints matter shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy submitted to the other party) its determination of Fair Market Value, with such supporting data or information arbitration as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.provided in this Section 2.4 below:

Appears in 1 contract

Samples: Building Lease Agreement (Artes Medical Inc)

Option to Extend Term. A. Tenant shall have and is hereby granted the option (“Option”) to extend the Term hereof for the entire Premises then being leased by Tenant for one (I) period of this Lease by five (5) years (the "Sixth Extension Term”Period") as provided that: (i) Tenant delivers written notice (the "Extension Notice") to Landlord, no earlier than twelve ( 12), and no later than nine (9), months prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension Expiration Date, time being of the Term pursuant essence, of Tenant's irrevocable election to exercise such extension option; (ii) no default by Tenant under the Option shall be on all Lease exists at the same terms and conditions time of Landlord's receipt of the Extension Notice or as this Lease, except as follows: 42.1 Basic Annual Rent shall be adjusted on of the first (1st) day of the Sixth Extension Term Period; and each anniversary date thereof (iii) Tenant has not assigned its interest in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: Lease (aother than to a Qualified Tenant Affiliate) ninety-five or sublet more than twenty percent (9520%) of the Premises (other than to a Qualified Tenant Affiliate). B. All terms and conditions of the Lease shall remain in full force and effect during the Sixth Extension Period, except that Base Rent (on a per rentable square foot basis) payable during the Sixth Extension Period shall equal the Fair Market Value for Rental Rate (hereinafter defined) at the Extension Term; and (b) 103% time of the then-current Basic Annual Rent at the end commencement of the then-current TermSixth Extension Period. As used herein, and shall be adjusted in accordance with Article 7 hereof. “the term "Fair Market Value” means Rental Rate" shall mean the then-prevailing average annual fair market rental rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion would be agreed upon between a landlord and nonaffiliated tenants of similar financial strength a tenant entering into a lease for comparable space in comparable laboratory buildings comparably locatedas to location, with comparable sizeconfiguration, quality size and floor height use, in a first class office buildingcomparable building as to quality, or as appropriateage, a laboratory buildingreputation and location in the Raleigh I Durham, taking North Carolina area, which Fair Market Rental Rate shall take into consideration all relevant factors, including, without limitation, any then applicable market tenant concessions for renewal tenants with credit similar to the proposed lease term, credit of Tenant at the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with time of the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesRental Rate.

Appears in 1 contract

Samples: Office Lease (Chimerix Inc)

Option to Extend Term. Tenant shall have the one (1) option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following thefollowing terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual : Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end Seattle market of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by three percent (3%). “Fair Market Value” means Tenant may, no more than fifteen (15) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant subsequently gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant market, including concessions offered to new tenants, such as free rent, tenant improvement allowances, leasing commissions and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value Seattle laboratory/research and development leasing market (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area Seattle market and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 42.1 The Option is not assignable separate and apart from this Lease, except that is shall be assignable to and exercisable by a Tenant’s Affiliate that is the Tenant as a result of an Exempt Transfer. 42.2 The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 42.3 Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is actually in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant has defaulted (beyond applicable notice and cure periods) in the performance of either a material monetary obligation or material non-monetary obligation under this Lease two (2) or more times in the prior twenty-four (24) months, whether or not Tenant has cured such defaults. 42.4 The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 42.4. 42.5 All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a material non-monetary default within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisers, those material non-monetary default or (c) Tenant has defaulted (beyond any applicable notice and cure periods) with respect to either a monetary obligation or material non-monetary obligation under this Lease two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (102) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesmore times.

Appears in 1 contract

Samples: Lease (Silverback Therapeutics, Inc.)

Option to Extend Term. Tenant shall have the option three (3) options (each, an “Option”) to extend the Term of this Lease (and, in each case, the Term Expiration Date) by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be in each case on all the same terms and conditions as this Lease, Lease except as follows:provided below. If Tenant desires to exercise any Option, Tenant must do so by giving Landlord written notice of exercise at least one (1) year before the Term would otherwise expire. Tenant may exercise its Option to extend the Term only as to any one or more of the following: (a) the entire Retained Premises; (b) the entire New Whole Building Premises; and/or (c) the entire New Multiple Tenant Building Premises. If Tenant fails to exercise any Option and the time to do so has lapsed (or if a Retained Premises Early Termination has occurred), then Tenant shall no longer have any Option(s) for the affected part(s) of the Premises. 42.1 44.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each renewal term in accordance with this paragraph. Basic Annual Rent shall be adjusted on each one (1)-year anniversary date thereof thereafter in accordance with Article 7. The Basic Annual Rent during the Extension Term each renewal term (subject to adjustment under Article 7) shall equal the greater of: (a) ninety-five percent (95%) % of the Fair Market Value for the Extension Termrenewal term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength charged for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, location in the Entire Project, the proposed lease term, the tenant inducementsphysical condition of the Premises (i.e., free rent, brokerage commissions, allowances or concessions, if any, the existence of all the Tenant Improvements and excluding specialized tenant improvements or tenant paid improvements the assumption that such Tenant Improvements are fully suitable and appropriate for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if anycontemplated tenancy in their “as is” condition), the extent of the services provided or to be provided to the Premises, the status as a lease (as opposed to a sublease) and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term any renewal term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington New York metropolitan area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.

Appears in 1 contract

Samples: Lease (Regeneron Pharmaceuticals Inc)

Option to Extend Term. (a) Provided that Tenant is not in monetary default or material non- monetary default under any provision of this Lease beyond the applicable cure period at the time of exercise of the extension right granted herein, Tenant shall have the one (1) option (“Option”) to extend the Term of this Lease for sixty (60) months ("Extension Option"). Tenant shall exercise its Extension Option by five delivering to Landlord, not less than one hundred eighty (5180) years days prior to the expiration date of the Term, Tenant's written notice of its election to extend (the “Extension Term”) as to "Election Notice"). The rent and other economic terms payable under the entire Premises (and no less than Lease during the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all at the same terms "fair market rental rate" for comparable space within the marketplace. As used herein, the "fair market rental rate" may include (as determined by the appraisers appointed by Landlord and conditions as this LeaseTenant) the annual amount per rentable square foot, except as follows: 42.1 Basic Annual Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent projected during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Termrelevant period, that a willing, comparable, tenant would pay, and shall be adjusted a willing, comparable tenant would pay, and a willing, landlord of a comparable industrial building located in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted Aurora area would accept, at arm's length (what Landlord is accepting in current transactions from new, non-equity (i.e., not being offered equity in for the BuildingBuilding may be considered), nonrenewal, nonexpansion and nonaffiliated tenants for space of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, the leased area at issue taking into consideration all relevant factorsaccount the age, quality and layout of the existing improvements in the leased area at issue and taking into account items that professional real estate brokers customarily consider, including, without limitationbut not limited to, the proposed lease termrental rates, the space availability, tenant inducementssize, tenant improvement allowances, operating expenses and allowance, parking charges, free rent, brokerage commissionsreduced rent, allowances or free parking, reduced parking, and any other lease concessions, if any, and excluding specialized tenant improvements then being charged or tenant paid improvements for a comparable term, with granted by Landlord or the determination lessors of Fair Market Value such similar industrial buildings. (b) As to take into account all relevant factors, including tenant inducements, allowances or concessionsthe extension, if any, the extent of the services provided or parties are not able to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value fair market rental rate for purposes the Premises within one hundred twenty (120) days prior to the expiration date of the Term (the "Outside Agreement Date"), Tenant shall have the right to elect, by written notice to Landlord, to either (i) revoke its exercise of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten Option, or (10ii) years’ experience in appraising cause the fair market rental value of leased commercial rate for the premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information determined by appraisal as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.follows:

Appears in 1 contract

Samples: Lease Agreement (United Natural Foods Inc)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five sixty (560) years (the “Extension Term”) months as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end Sorrento Mesa submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by three percent (3%). “Fair Market Value” means Tenant may, no more than twelve (12) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value Sorrento Mesa laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area Sorrento Mesa submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current. Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 42.2 The Option is not assignable separate and apart from this Lease. 42.3 The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least nine (9) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 42.4 Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 42.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant has defaulted in the performance of its obligations under this Lease three (3) or more times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 42.5 The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 42.4. 42.6 All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has defaulted under this Lease two (2) or more times and a service or late charge under Section 31.1 has become payable for any such default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 1 contract

Samples: Lease (Codex DNA, Inc.)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual 41.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end Princeton, New Jersey market of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by three percent (3%). “Fair Market Value” means Tenant may, no more than fifteen (15) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant market, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Premises. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Leasesame be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Princeton, an adjustment to New Jersey laboratory/research and development leasing market (the Fair Market Value “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the SeattlePrinceton, Washington area New Jersey market and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 41.2. The Option is not assignable separate and apart from this Lease except in the event of an Exempt Transfer. 41.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 41.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 30 of the Lease (provided, however, that, for purposes of this Section 41.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant has defaulted in the performance of its obligations under this Lease two (2) or more times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 41.5. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 41.4. 41.6. All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisersdefault or (c) Tenant has defaulted under this Lease two (2) or more times and a service or late charge under Section 30.1 has become payable for any such default, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and whether or not Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with has cured such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefaults.

Appears in 1 contract

Samples: Lease (PMV Pharmaceuticals, Inc.)

Option to Extend Term. Tenant shall have the option (the “Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 Basic Annual 41.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: of (a) ninetythe then-five percent (95%) of the Fair Market Value for the Extension Term; current Base Rent and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end East Cambridge and Cambridgeport submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by three percent (3%). “Fair Market Value” means Tenant may, no more than fifteen (15) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Project. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value East Cambridge and Cambridgeport laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area East Cambridge and Cambridgeport submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 41.2. The Option is not assignable separate and apart from this Lease. 41.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 41.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 31 of the Lease (provided, however, that, for purposes of this Section 41.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Tenant has defaulted in the performance of its obligations under this Lease two (2) or more times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults; or (d) In the event that Tenant has Transferred more than fifty percent (50%) of the Premises as of the Extension Option Election Date and as of the first day of the applicable Option Term. 41.5. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 41.4. 41.6. All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, or (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiesdefault.

Appears in 1 contract

Samples: Lease (Omega Therapeutics, Inc.)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five sixty (560) years (the “Extension Term”) months as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this the Lease, except as follows: 42.1 Basic Annual 8.1 Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end Newark/Fremont submarket of comparable age, quality, level of finish and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and shall be adjusted in accordance with Article 7 hereoffurther increased on each annual anniversary of the Option term commencement date by three percent (3%). “Fair Market Value” means Tenant may, no more than twelve (12) months prior to the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newdate the Term is then scheduled to expire, non-equity request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (i.e.15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not being offered equity in accept the Building)FMV, nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingthen the parties shall endeavor to agree upon the FMV, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, (a) the extent size of the services provided or to be provided to the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent, tenant improvement allowances and contraction moving allowances, (d) Tenant’s creditworthiness and expansion options(e) the quality and location of the Building and the Property. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Lease, an adjustment to same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the Fair Market Value Newark/Fremont laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (aa) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the Seattle, Washington area Newark/Fremont submarket and (the “Appraiser”). If the parties canbb) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to the Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 8.2 The Option is not assignable separate and apart from the Lease. 8.3 The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 8.4 Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of the Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or (b) At any time after any Default as described in Article 24 of the Original Lease (provided, however, that, for purposes of this Section 8.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or (c) In the event that Landlord has given Tenant written notice that Tenant has defaulted in the performance of its obligations under the Lease more than two (2) times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 8.5 The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 8.4. 8.6 All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after such impasse appoint an Appraiser andwritten notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within ten thirty (1030) days after the appointment date Landlord gives notice to Tenant of both such Appraisers, those default or (c) Tenant has defaulted under the Lease two Appraisers shall select (2) or more times and a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data service or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination late charge under Section 24.1 of the Appraiser(s) shall bind the partiesOriginal Lease has become payable for any such default, whether or not Tenant has cured such defaults.

Appears in 1 contract

Samples: Lease (Zosano Pharma Corp)

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Option to Extend Term. a. Tenant shall have and is hereby granted the option (“Option”) to extend the Term hereof for one (1) additional period of this Lease by five (5) years (the "Extension Term”Period"), provided (i) as Tenant gives written notice to Landlord of Tenant's election to exercise such extension option no earlier than twelve (12), and no later than nine (9) months prior to the entire Premises expiration of the last Lease Year of the Term; (ii) no Event of Default has occurred during the Term, and no less than event exists at the entire Premises) upon the following terms and conditions. Any extension time of the Term pursuant to exercise of such option or arises subsequent thereto, which event by notice and/or the Option shall be on all passage of time would constitute an Event of Default if not cured within the same applicable cure period; and (iii) Tenant has not assigned its interest in this Lease or sublet more than twenty-five percent (25%) of the Premises. b. All terms and conditions as of this Leaselease, including without limitation all provisions governing the payment of Additional Rent and annual increases in Annual Base Rent, shall remain in full force and effect during the Extension Period, except as follows: 42.1 Basic that Annual Base Rent payable during the first Lease Year of the Extension Period shall be adjusted on the then-current Fair Market Rental Rate (hereinafter defined) with respect to comparable office space at the time of the commencement of the Extension Period (using as a Base Year the calendar year in which occurs the first (1st) day of the Extension Term for purposes of determining Tenant's obligation to pay Operating Cost Pass-Throughs and each anniversary date thereof Real Estate Tax Pass- Throughs). Landlord shall not be obligated to make any improvements or alteration in accordance with Article 7or to the Premises. The Basic Annual Rent There shall be no rental abatement during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereofPeriod. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained As used in this Lease, an adjustment the term "Fair Market Rental Rate" shall mean the fair market rental rate per square foot of rentable area that would be agreed upon between a landlord and a tenant entering into a new lease for comparable space as to location, configuration, view and elevator exposure, size and use, in a comparable building as to location, quality, reputation and age, with a comparable build-out, a comparable term and a comparable base year for operating expense and real estate tax pass-throughs assuming the following: (1) the landlord and tenant are informed and well-advised and each is acting in what it considers its own best interests; (2) a tenant improvement allowance, free rent periods or any other special concessions (for example, design fees, moving allowances, refurbishing allowances, etc.) will not be provided to Tenant except to the extent that such allowances or concessions are reflected in the fair market rental rates being obtained (in which event the Fair Market Value Rental Rate shall be made on reduced by the economic equivalent of the allowances or concessions not offered to Tenant); and (3) the tenant will continue to pay its share of increases in Operating Expenses and Real Estate Taxes over a basis consistent with new base year (which, for Tenant, is the adjustments commonly made calendar year in which occurs the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes first day of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”Period). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.

Appears in 1 contract

Samples: Deed of Lease (Certicom Corp)

Option to Extend Term. Tenant shall have the option three (3) options (each, an “Option”) to extend the Term of this Lease (and, in each case, the Term Expiration Date) by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be in each case on all the same terms and conditions as this Lease, Lease except as follows:provided below. If Tenant desires to exercise any Option, Tenant must do so by giving Landlord written notice of exercise at least one (1) year before the Term, as the same may have been previously extended, would otherwise expire. Tenant may exercise an Option to extend the Term only as to any one or more of the following: (a) the entire Premises; (b) the entire Building 8 or (c) the entire Building 9. If Tenant fails to exercise any Option and the time to do so has lapsed, then Tenant shall no longer have any Options for the affected part(s) of the Premises. 42.1 41.1 Basic Annual Rent shall be adjusted on at the first commencement of any renewal term (1st) day of the Extension Term and each anniversary date thereof in accordance with subject to adjustment under Article 7. The Basic Annual Rent during the Extension Term ) shall equal the greater of: of (a) ninety-five percent (95%) % of the Fair Market Value for the Extension Termrenewal term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and . Basic Annual Rent shall be adjusted on each one (1)-year anniversary date thereafter in accordance with Article 7 hereof7. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength charged for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitationincluding location in the Entire Project, the proposed lease term, the tenant inducementsphysical condition of the Premises (i.e., free rent, brokerage commissions, allowances or concessions, if any, the existence of all the Tenant Improvements and excluding specialized tenant improvements or tenant paid improvements the assumption that such Tenant Improvements are fully suitable and appropriate for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if anycontemplated tenancy in their “as is” condition), the extent of the services provided or to be provided to the Premises, the status as a lease (as opposed to a sublease) and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term any renewal term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington New York metropolitan area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.

Appears in 1 contract

Samples: Lease Agreement (Regeneron Pharmaceuticals Inc)

Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the any Option shall be on all the same terms and conditions as this Lease, except as follows: 42.1 38.1. Tenant shall have three (3) options to extend the Term of this Lease by five (5) years each (each, an “Extended Term”), upon the same terms and conditions as this Lease (except as provided below). Basic Annual Rent shall be adjusted on the first (1st) day of the Extension each Extended Term and each anniversary date thereof every twenty-four (24) months thereafter in accordance with Article 76. The Basic Annual Rent during the Extension each Extended Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Extended Term; and (b) 103102.5% of the then-current Basic Annual Rent at the end of the then-current Term or Extended Term, and shall be adjusted in accordance with Article 7 hereofas applicable. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the BuildingBuildings), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory class “A” office buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension any Extended Term then they shall engage a mutually agreeable independent third party appraiser, which appraiser shall be a real estate broker with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the SeattleSan Diego, Washington California area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser (meeting the qualifications set forth above) and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a thirdthird Appraiser meeting the qualifications set forth above. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy to the other party) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.

Appears in 1 contract

Samples: Lease Agreement (Illumina Inc)

Option to Extend Term. Tenant So long as the Master Lease is in full force and effect and Sublessee has performed all of its obligations under this Sublease and there exists no default (or circumstance which with the giving of notice or the passage of time could constitute a default), beyond applicable notice and cure periods, under this Sublease on the part of Sublessee either at the time Sublessee exercises its option or at the time the Extension Term would commence, Sublessee shall have the option right (“OptionRight”) to extend the Term of this Lease by five Sublease for one additional period of two (52) years (the “Extension Term”) as by delivery of a written notice of exercise (“Sublessee’s Notice”) at least six (6) months prior to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension end of the Term pursuant initial Term. If the Right is properly exercised, Sublessee shall continue to sublease the Option shall be Premises on all of the same terms and conditions as of this LeaseSublease, except as follows: 42.1 Basic Annual that the Base Rent shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during payable by Sublessee for the Extension Term shall be equal to the greater of: “Market Rent” (aas hereinafter defined) as determined in accordance with this Paragraph. (i) The “Market Rent” for the Premises will be ninety-five percent (95%) of the Fair market rent for the Premises determined as of the commencement date of the Extension Term, based upon the rental rates, including all escalations, then being obtained by for subleases of comparable space in the Building (and if there is no such new or renewal comparable space in the Building, then the Market Value Rent shall be based upon the rates being obtained by other sublandlords in comparable projects in the vicinity of the Building of the same approximate age, quality, condition and level of amenities), as adjusted on account of pertinent differences such as the heights of the floors in question, incentives for initial occupancy such as free rent, existing lease takeover and assumption costs, brokerage commissions and demolition and improvement costs (or the inapplicability of such incentives in the case of renewals or extensions), size of space, length of term, differences in base years, anticipated commencement date with respect to such renewal and any other economic concessions. (ii) Within thirty (30) days after the date of Sublessee’s Notice, Sublessor shall provide written notice to Sublessee of Sublessor’s preliminary good faith estimate of the Market Rent for the Extension Term (“Sublessor’s Estimate Notice”). If Sublessee does not accept Sublessor’s estimate, Sublessor and Sublessee shall negotiate in good faith for an additional thirty (30) days to determine the Market Rent for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at the end of the then-current Term, and shall be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to be provided to the Premises, and contraction and expansion options. In the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant canthe parties do not agree on the Fair Market Value Rent by the date that is four (4) months prior to the commencement date for purposes the Extension Term, Sublessee shall have the right to rescind Sublessee’s exercise of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties canRight by giving written notice to Sublessor not agree on the Appraiser, each shall within later than ten (10) days after such impasse date, in which case Sublessee’s exercise of the Right shall be rescinded and shall have no force or effect. If Sublessee does not rescind its exercise of the Right, then Sublessee shall be bound to the Extension Term with the Market Rent determined by appraisal conducted in accordance with the following: Each party shall make a separate good faith determination of the Market Rent on or before March 30, 2009 and concurrently exchange such determinations, and such determinations shall be submitted to arbitration in accordance with this subparagraph. On or before March 30, 2009, Sublessor and Sublessee shall each appoint an Appraiser andone arbitrator who shall by profession be a real estate broker who shall have been active over the five (5) - year period ending on the date of such appointment in the leasing of comparable commercial projects in the San Jose, California area. The two (2) arbitrators so appointed shall within five (5) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two (2) arbitrators. The determination of the arbitrators shall be submitted to the parties within ten (10) business days after the appointment of both such Appraisersthe third appraiser and shall be limited solely to the issue of whether Sublessor’s or Sublessee’s submitted Market Rent is the closest to the actual Market Rent, those two Appraisers as determined by the arbitrators taking into account the requirements in this Paragraph (i.e., the arbitrators may only select Sublessor’s or Sublessee’s determination and shall select not be entitled to make a thirdcompromise determination). The decision of the majority of the three (3) arbitrators shall be binding upon Sublessor and Sublessee. If either party Sublessor or Sublessee fails to timely appoint an Appraiserarbitrator by March 30, 2009, the arbitrator appointed by one of them shall reach a decision, notify Sublessor and Sublessee, and such arbitrator’s decision shall be binding upon Sublessor and Sublessee. If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or both parties fail to appoint an arbitrator, then the Appraiser appointment of the other party appoints third arbitrator or any arbitrator shall be dismissed and the sole AppraiserMarket Rent to be decided shall be forthwith submitted to arbitration under the provisions of the American Arbitration Association. Within ten (10) days after appointment The cost of all Appraiser(s)the third arbitrator shall be split equally by Sublessor and Sublessee, Landlord and Tenant Sublessor and Sublessee shall each simultaneously give be responsible for the Appraisers (with a copy fees and costs of the arbitrator which it appoints. If the Base Rent shall not have been determined by the commencement date of the Extension Term, then until it is determined, Sublessee shall pay Base Rent when due during the Extension Term at the rate paid by Sublessee during the last month of the initial Term, and when the actual appraised Market Rent is determined, Sublessee shall pay to Sublessor any additional Base Rent due for the months which have elapsed in the Extension Term, or Sublessor shall credit any excess payment for the elapsed months to the other partynext Base Rent becoming due. This Right is personal to Sublessee and any Affiliate or transferee pursuant to an assignment of the Lease that is a Permitted Transfer (both as defined in Article XII of the Master Lease) its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers and may not select be exercised by any party other than the Sublessee named herein, any Affiliate or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the partiestransferee pursuant to a Permitted Transfer.

Appears in 1 contract

Samples: Sublease (Netiq Corp)

Option to Extend Term. Tenant (a) Subtenant shall have the one (1) option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises (and no less than the entire Premises) Sublease upon the following terms and conditions. Any extension all of the Term pursuant to the Option shall be on all the same terms and conditions as this Leasecontained herein, except as follows: 42.1 Basic Annual that the Base Rent for the renewal terms shall be adjusted on the first (1st) day of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value Rental Rate” (as defined below) for the Extension Term; applicable period. The Option shall be to extend the Term to January 24, 2013, and is referred to as the “Renewal Option.” (b) 103% Subtenant shall provide binding written notice to Sublandlord of Subtenant’s exercise of the then-current Basic Annual Rent at Renewal Option (“Subtenant’s Renewal Notice”) no later than nine (9) months, nor earlier than twelve (12) months, prior to the end expiration of the then-current Term. Within thirty (30) days after receipt of Subtenant’s Renewal Notice, and shall be adjusted in accordance with Article 7 hereof. “Sublandlord will advise Subtenant of Sublandlord’s estimate of the Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, non-equity (i.e., not being offered equity in the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, Rental Rate. If Subtenant agrees with comparable size, quality and floor height in a first class office buildingSublandlord’s estimate, or as appropriate, a laboratory building, taking into consideration all relevant factors, including, without limitation, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or concessions, if any, and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with the determination Subtenant fails to respond to Sublandlord’s estimate of Fair Market Value to take into account all relevant factorsRental Rate within thirty (30) days after receipt thereof, including tenant inducements, allowances or concessions, if any, the extent of the services provided or to Sublandlord’s estimate shall be provided to the Premisesbinding. If Subtenant does so respond and offers a different Fair Market Rental Rate, and contraction and expansion options. In if the event the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment parties are unable to agree upon the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packages. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten Rental Rate within thirty (10) years’ experience in appraising the rental value of leased commercial premises (for research and development and laboratory uses) in the Seattle, Washington area (the “Appraiser”). If the parties cannot agree on the Appraiser, each shall within ten (1030) days after such impasse appoint an Appraiser andresponse by Subtenant (the “Negotiation Period”), then such dispute shall be settled by arbitration as described below. (c) If Sublandlord and Subtenant are unable to agree upon the Fair Market Rental Rate within the Negotiation Period, then the dispute shall proceed to arbitration. The arbitration procedure shall commence when either party submits the matter to arbitration. Not later than ten (10) days after the arbitration procedure has commenced, each party shall appoint an arbitrator and notify the other party of such appointment by identifying the appointee. Each party hereto agrees to select as its respective appointee a licensed real estate broker, who is an individual of substantial experience with respect to office building ownership, management and marketing in Santa Xxxxx County, which person shall not be regularly employed or have been retained during the last two (2) years as a consultant by the party selecting such person. Neither party may consult directly or indirectly with any arbitrator regarding the Fair Market Rental Rate prior to appointment, or after appointment, outside the presence of the other party. The arbitration shall be conducted under the provisions of the commercial arbitration rules of the American Arbitration Association. Not later than (10) days after both arbitrators are appointed, each party shall separately, but simultaneously, submit in a sealed envelope to each arbitrator their separate suggested Fair Market Rental Rate and shall provide a copy of such Appraiserssubmission to the other party. The two (2) selected arbitrators, those after reviewing such submissions, shall determine whether Sublandlord’s or Subtenant’s estimate of the Fair Market Rental Rate is closer to the actual Fair Market Rental Rate for the Premises. If both arbitrators agree that one of said declared estimates is closer to the actual Fair Market Rental Rate, they shall declare that estimate to be the Fair Market Rental Rate, and their decision shall be final and binding upon the parties. If the two Appraisers (2) selected arbitrators are unable to agree that one of the declared estimates is closer to the actual Fair Market Rental Rate, within thirty (30) days after receipt of Sublandlord’s and Subtenant’s submitted estimates, then the arbitrators shall inform the parties. Unless the parties shall both otherwise then direct, said arbitrators shall select a third. If either party fails to timely appoint an Appraiserthird arbitrator, then the Appraiser the other party appoints shall be the sole Appraiser. Within not later than ten (10) days after appointment the expiration of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers said thirty (with a copy to the other party30) its determination of Fair Market Value, with day period. If no arbitrator is selected within such supporting data or information as each submitting party determines appropriate. Within ten (10) day period, either party may immediately petition a court with appropriate jurisdiction to appoint such third arbitrator. The third arbitrator shall meet the qualifications and restrictions set forth above for the initial arbitrators, and shall conduct an arbitration pursuant to the commercial arbitration rules of the American Arbitration Association. The third arbitrator’s decision shall be final and binding as to which estimate (as between Sublandlord’s and Subtenant’s) of the Fair Market Rental Rate is closer to the actual Fair Market Rental Rate. Such third arbitrator shall make a decision not later than thirty (30) days after such submissionsappointment. Each party shall be responsible for the costs, charges and/or fees of its respective appointee, and the Appraisers parties shall by majority vote select either Landlord’s or Tenant’s Fair Market Valueshare equally in the costs, charges and/or fees of the third arbitrator. The Appraisers may not select or designate any other Fair Market Value. The determination decision of the Appraiser(sarbitrator(s) shall bind the partiesmay be entered in any court having jurisdiction thereof.

Appears in 1 contract

Samples: Sublease (Ariba Inc)

Option to Extend Term. Tenant shall have the one (1) option (“Option”) to extend the Term of this Lease by five (5) years (the “Extension Term”) as to the entire Premises including any expansion of the Premises by Tenant in accordance with Tenant’s rights under the Lease (and no less than the entire Premises) upon the following terms and conditions. This Article 10 supersedes and replaces in its entirety all other options to extend the Term set forth in the Existing Lease (including, without limitation, in Section 18 of the Seventh Amendment). Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as the Existing Lease as amended by this Amendment and any further amendments to the Existing Lease, except as follows: 42.1 Basic Annual 10.1. Base Rent shall be adjusted on at the first (1st) day commencement of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent during the Extension Term Option term shall equal the greater of: (a) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and (b) 103% of the then-current Basic Annual Rent at fair market value for comparable office and laboratory space in the end East Cambridge, Massachusetts submarket of comparable age, quality, level of finish, location and proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the then-current Termdate that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and may be further increased during the Option term by a market escalator if such increases are determined to be market as part of the FMV determination. Tenant may, no more than fifteen (15) months prior to the date the Term is then scheduled to expire, request Landlord’s estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall be adjusted in accordance with Article 7 hereofspecify whether Tenant accepts Landlord’s proposed estimate of FMV. “Fair Market Value” means If Tenant does not accept the then-prevailing average annual rate that comparable landlords have accepted in current transactions from newFMV, non-equity (i.e., not being offered equity in then the Building), nonrenewal, nonexpansion and nonaffiliated tenants of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingparties shall endeavor to agree upon the FMV, taking into consideration account all relevant factors, including, without limitationbut not limited to, (a) the proposed lease size of the Premises, (b) the length of the Option term, (c) rent in comparable buildings for office and laboratory space in the tenant inducementsEast Cambridge, Massachusetts submarket, including market escalations and concessions offered to new tenants, such as free rent, brokerage commissionstenant improvement allowances and moving allowances, allowances or concessions, if any, (d) Tenant’s creditworthiness and excluding specialized tenant improvements or tenant paid improvements for a comparable term, with (e) the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent quality and location of the services provided or to be provided to Building and the Premises, and contraction and expansion optionsProject. In the event that the tenant inducementsparties are unable to agree upon the FMV within thirty (30) days after Tenant notifies Landlord that Tenant is exercising the Option, allowances or concessions granted differ from then either party may request that the terms contained in this Leasesame be determined as follows: a senior officer of a recognized leasing brokerage firm with local knowledge of the East Cambridge, an adjustment to Massachusetts laboratory/research and development leasing submarket (the Fair Market Value “Baseball Arbitrator”) shall be made on a basis consistent with the adjustments commonly made in the market selected and paid for comparable differences jointly by Landlord and concession packagesTenant. If Landlord and Tenant cannot are unable to agree on upon the Fair Market Value for purposes Baseball Arbitrator, then the same shall be designated by the local chapter of the Extension Term then they Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated by JAMS shall engage a mutually agreeable independent third party appraiser with (y) have at least ten (10) years’ experience in appraising the rental value leasing of leased commercial premises (for laboratory/research and development and laboratory uses) space in the SeattleEast Cambridge, Washington area Massachusetts submarket and (the “Appraiser”). If the parties canz) not agree on the Appraiser, each shall within have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the years prior to appointment pursuant hereto. Each of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give submit to the Appraisers (with a copy Baseball Arbitrator and to the other party) party its determination of Fair Market Value, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market ValueFMV. The Appraisers Baseball Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select or designate any other Fair Market ValueFMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Appraiser(sOption term. If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 10.2. The Option is personal to Tenant, Successor Entity and/or Related Entity and Tenant shall not assign or transfer the Option, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease (excluding a Permitted Transfer for which Landlord’s consent shall not be required), without Landlord’s prior written consent, which consent Landlord may withhold in its reasonable discretion (for a transfer in conjunction with the Lease) or its sole discretion (for a transfer separate from the Lease). 10.3. The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at least twelve (12) months prior to the end of the expiration of the then-current Term. Time shall bind be of the partiesessence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. 10.4. Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise the Option: (a) At any time while any Event of Default as described in Article 14 of the Lease has occurred and is continuing until Tenant cures any Event of Default; or (b) In the event that Tenant has defaulted in the performance of any of its monetary obligations under the Lease two (2) or more times during the twelve (12) month period immediately prior to the date that Tenant intends to exercise the Option, and each such default remained uncured for more than five (5) business days after notice from Landlord; or (c) Tenant, Successor Entity and/or Related Entity does not personally occupy fifty percent (50%) or more of the Premises at the time Tenant exercises the Option and at the commencement of the Option term. 10.5. The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 10.4 of this Amendment. 10.6. All of Tenant’s rights under the provisions of the Option may, at Landlord’s sole discretion, terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) an Event of Default as described in Article 14 of the Lease has occurred and is continuing uncured on the commencement date of the new term, or (b) Tenant has defaulted in the performance of any of its monetary obligations under the Lease two (2) or more times, and each such default remained uncured for more than five (5) business days after notice from Landlord, or (c) Tenant fails to provide Landlord with a replacement or amended Letter of Credit on or before the beginning of the extension term with an expiration date that is at least ninety-five (95) days following the expiration of the new term, as so extended, provided that an increased amount of such Letter of Credit shall not be required in connection therewith.

Appears in 1 contract

Samples: Lease (Ironwood Pharmaceuticals Inc)

Option to Extend Term. Provided that Tenant is not in default under the Lease after the lapse of any applicable cure periods, Tenant shall have the one (1) option (“Option”) to extend the Term of this the Lease by for an additional period of five (5) years (the Extension Option Term”) as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all of the same terms and conditions as this of the Lease, except as follows: 42.1 Basic Annual expressly provided below in this Section 2.4. Tenant may exercise the Option by delivering written notice to Landlord of its intention to so extend the term of the Lease no later than June 30, 2011. Base Rent payable during the Option Term shall be adjusted on the first greater of (1sta) day Eighty Thousand Eight Hundred Seventy Four and 67/100 ($80,874.67) per month, plus cumulative annual increases of the Extension Term and each anniversary date thereof in accordance with Article 7. The Basic Annual Rent three percent (3%) during the Extension Term shall equal the greater of: Option Term, or (ab) ninety-five percent (95%) of the Fair Market Value for the Extension Term; and Rate (bas defined below) 103% as of the then-current Basic Annual Rent at date on which Tenant exercises the end of Option. The “Market Rate” shall mean the then-current Term, terms and shall conditions which would be adjusted in accordance with Article 7 hereof. “Fair Market Value” means the then-prevailing average annual rate that comparable landlords have accepted in current transactions from new, offered to a non-equity (i.e.equity, not being offered equity non synthetic-lease tenant for comparable laboratory space with improvements of comparable age, appearance and quality of construction located in the Building), nonrenewal, nonexpansion and nonaffiliated tenants Sorrento Mesa submarket of similar financial strength for comparable space in comparable laboratory buildings comparably located, with comparable size, quality and floor height in a first class office building, or as appropriate, a laboratory buildingSan Diego, taking into consideration all relevant factorsaccount the value of existing tenant improvements over standard tenant improvements, includingparking ratios, without limitationrental rates, the proposed lease term, the tenant inducements, free rent, brokerage commissions, allowances or rent concessions, if anyoperating expense base year, rent increases and excluding specialized tenant improvements or tenant paid improvements for a comparable termequivalent location, access, visibility and signage. Comparable lease terms shall be based on five (5) year transactions with corresponding adjustments to rental rates and concessions. Landlord shall determine the determination of Fair Market Value to take into account all relevant factors, including tenant inducements, allowances or concessions, if any, the extent Rate by using its good faith judgment and shall provide written notice of the services provided Market Rate to Tenant within fifteen (15) days after Tenant delivers notice of exercise of the Option. Tenant shall have thirty (30) days (“Tenant’s Review Period”) after receipt of Landlord’s notice of the Market Rate within which to accept such rent or to be provided to the Premises, and contraction and expansion optionsreasonably object thereto in writing. In the event that Tenant objects, Landlord and Tenant shall attempt to agree upon the tenant inducements, allowances or concessions granted differ from the terms contained in this Lease, an adjustment to the Fair Market Value shall be made on a basis consistent with the adjustments commonly made in the market for comparable differences and concession packagesRate using their good faith efforts. If Landlord and Tenant cannot agree on the Fair Market Value for purposes of the Extension Term then they shall engage a mutually agreeable independent third party appraiser with at least ten are unable to reach agreement within fifteen (1015) years’ experience in appraising the rental value of leased commercial premises days following Tenant’s Review Period (for research and development and laboratory uses) in the Seattle, Washington area (the AppraiserOutside Agreement Date”). If the parties cannot agree on the Appraiser, each shall within ten (10) days after such impasse appoint an Appraiser and, within ten (10) days after the appointment of both such Appraisers, those two Appraisers shall select a third. If either party fails to timely appoint an Appraiser, then the Appraiser the other party appoints matter shall be the sole Appraiser. Within ten (10) days after appointment of all Appraiser(s), Landlord and Tenant shall each simultaneously give the Appraisers (with a copy submitted to the other party) its determination of Fair Market Value, with such supporting data or information arbitration as each submitting party determines appropriate. Within ten (10) days after such submissions, the Appraisers shall by majority vote select either Landlord’s or Tenant’s Fair Market Value. The Appraisers may not select or designate any other Fair Market Value. The determination of the Appraiser(s) shall bind the parties.provided in this Section 2.4 below:

Appears in 1 contract

Samples: Building Lease Agreement (Artes Medical Inc)

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