Common use of Procedure for Offer Clause in Contracts

Procedure for Offer. Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, however, if the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms (“Agreed Terms”) shall apply: (i) as to First Offer Space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available space. In addition, notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve (12) months of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) above.

Procedure for Offer. Subject to the foregoing provisions of this Section 10.2 regarding the existing leases and the Superior Rights, Landlord shall notify Tenant (the “First Offer Notice”) from time to time (x) when Landlord determines that Landlord shall commence the marketing of any receives a proposal or request for proposal for First Offer Space because such space shall become available for lease that Landlord would seriously consider and intends to commence negotiations with a third partiesparty, where no holder of a Superior Right desires to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”). The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); provided, including however, that (i) the proposed term for Tenant’s lease of the First Offer Space shall expire co-terminously with Tenant’s lease and of the proposed rent payable Premises, (ii) the date upon which Tenant’s monetary obligations for the First Offer Space. Notwithstanding Space commence shall be the foregoing, however, if earlier of (A) the date upon which Tenant commences business operations from the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence Space, or the next sentence below on or before (B) the date which is eighteen one hundred fifty (18150) months days after the Commencement Datedate Landlord delivers possession of the First Offer Space to Tenant, and Tenant shall be entitled to renovate the following terms (“Agreed Terms”) shall apply: (i) as to leasehold improvements in the First Offer Space in the Toweraccordance with, and subject to, the Basic Rental and Improvement Allowance shall be at provisions of the same rate per rentable square foot as applicable Original Lease pertaining to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii)Alterations. However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available space. In addition, notwithstanding Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply (A) during the last twelve ten (1210) months of the initial Extended Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver of the First Offer Notice Original Lease, or (B) during the last eight six (8) 6) months of the initial Extended Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) aboveof the Original Lease.

Procedure for Offer. Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, however, if the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms (“Agreed Terms”) shall apply: (i) as to First Offer Space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available space. In addition, notwithstanding the foregoing, LandlordXxxxxxxx’s obligation to deliver the First Offer Notice shall not apply during the last twelve nine (129) months of the initial Term unless Tenant has delivered an Interest Option Notice to Landlord pursuant to Section 31(c2.2.2 below. (i) above nor the initial annual Base Rent shall Landlord be obligated [***] per rentable square foot with [***] annual increases, (ii) Tenant shall receive a prorated improvement allowance in an amount equal to deliver the product of (i) [***], and (ii) a fraction (the “Proration Fraction”), the numerator of which is equal to the number of full calendar months remaining in the initial Lease Term as of commencement of the term of the First Offer Notice Space and the denominator of which equals one hundred twenty eight (128), (iii) Tenant shall be entitled to abated Phase Two Base Rent for such First Offer Space for those remaining months during the last Lease Term which Tenant is entitled to Base Rent abatement for the Phase Two Premises (but Tenant shall not be entitled to Discount Rent), and (iv) the Termination Dates pertaining to the First Termination Option, Second Termination Option and Third Termination Option shall be deemed extended by twenty-four (24) months for each exercised right of first offer. Notwithstanding anything above to the contrary, in the event Tenant exercises a right of first offer during months thirty (30) through and including month forty-eight (8) months 48) of the initial Term unless Tenant has timely delivered TenantLease Term, then the Economic Terms of any such first offer space shall be the fair market value for any such First Offer Space based upon comparable space in Class A buildings in the downtown Phoenix area (“Comparable Buildings”) (taking into consideration all standard market concessions such as, rent credits and improvement allowances) based upon Xxxxxxxx’s Acceptance good faith and commercially reasonable determination; provided, however that the Termination Date pertaining to Landlord pursuant to Section 31(cthe First Termination Option and the Second Termination Option shall each be deemed extended (or further extended in the event such date were extended as provided above) by forty-eight (48) months and the Termination Dates for the Third Termination Option shall be deemed extended (or further extended in the event such date was extended as provided above) by thirty-six (36) months.

Procedure for Offer. Landlord shall notify Tenant (the “"First Offer Notice”") from time to time when Landlord determines determines, in Landlord's sole and absolute discretion, that Landlord shall commence the marketing of any the First Offer Space (or any portion thereof) because such space shall become or is expected to become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant (including the rentable and usable square feet thereof (which rentable and usable squire feet shall be calculated by Landlord pursuant to the BOMA Standard) and shall set forth Landlord’s proposed material the economic terms and conditions applicable to Tenant’s 's lease of such space (collectivelyspace, which terms and conditions shall, except as otherwise provided herein, be the “Economic Terms”)same terms and conditions set forth in this Lease as applicable to the original Premises, including the proposed term of lease and Tenant Work Letter attached hereto, except for the proposed Tenant Improvement Allowance provided to Tenant (which shall be as provided in Section 15.4 below). Accordingly, the base rent payable by Tenant for any such First Offer Space shall be equal to the Base Rent, on a per rentable square foot basis, then payable by Tenant for the initial Premises then leased by Tenant under this Lease (including the abatement pursuant to Article 3 below but only if and during the period that Tenant's lease of the First Offer SpaceSpace occurs during the Base Rent Abatement Period described in Article 3 below), subject to increase as provided in the But Rent schedule set forth in Section 8 of the Summary). The Expense Base Year, Tax Expense Base Year and Utilities Base Year pertaining to Tenant's leasing of any such First Offer Space shall be the Calendar Year 2004. Notwithstanding the foregoing, however, if the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms (“Agreed Terms”) shall apply: (i) as to First Offer Space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available space. In addition, notwithstanding the foregoing, Landlord’s 's obligation to deliver the First Offer Notice shall not apply (i) during the last twelve (12) [***] months of the initial Term Lease Tetra unless Tenant has delivered an Interest the First Option Exercise Notice pertaining to Landlord extension of the initial Least Term pursuant to Section 31(cthe Extension Rider, or (ii) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) [***] months of the initial first Option Term (if applicable) unless Tenant has timely delivered Tenant’s Acceptance the Second Option Exercise Notice (as defined in the Extension Rider attached hereto) pertaining to Landlord the extension of the first Option Term (if applicable) pursuant to Section 31(c) abovethe Extension Rider.

Procedure for Offer. Landlord shall notify deliver notice to Tenant (the “First Offer Refusal Notice”) from time to time when of each bona-fide offer Landlord determines that Landlord shall commence is willing to accept from an independent third party for all or any of the marketing portion of the space on the eighth (8th) floor of the Building which is not then included in the Premises (the portion of the space on the eighth (8th) floor of the Building which is the subject of any such bona-fide offer is hereinafter referred to as the “First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such spaceRefusal Space”). The First Offer Refusal Notice shall describe the space so offered to Tenant First Refusal Space (including, without limitation, Landlord’s determination of the rentable and usable square footage thereof) and shall set forth Landlord’s proposed the terms of the subject bona fide offer which Landlord is willing to accept, which terms shall include the material terms for the subject transaction, including economic terms based on full service rental rates, operating expenses, allocations, free rent and conditions applicable no rent periods, costs reimbursable by Landlord, discounts, improvement allowances, other allowances and other inducements proposed for the subject First Refusal Space. Tenant shall have the right to lease the space described in the First Refusal Notice upon the terms set forth in such notice; provided, however, at Tenant’s lease of such space option, if at least two (collectively2) years remain in the Term (as the same then exists, the “Economic Terms”including any Renewal Period with respect to which Tenant has exercised its Renewal Option, even if said Renewal Period has not yet commenced), including then the proposed term for the subject First Refusal Space shall be coterminous with the Term. In the event Tenant elects to have the term for the subject First Refusal Space be coterminous with the Term, then the free rent and no rent periods, improvement allowances, other allowances and other inducements reflected in the subject First Refusal Notice shall be pro-rated based on the length of the term of the lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, however, if the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms (“Agreed Terms”) shall apply: (i) as to First Offer Refusal Space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable subject First Refusal Notice relative to the initial Tower Premises (and Basic Rental shall be subject to abatement at period beginning on the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in the Annex date upon which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available space. In addition, notwithstanding the foregoing, Landlord’s obligation proposes to deliver the subject First Offer Refusal Space as set out in the subject First Refusal Notice shall not apply during and the last twelve (12) months day of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) aboveTerm.

Procedure for Offer. Landlord shall notify give Tenant written notice ------------------- (the “"First Offer Notice”") from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall will or has become available for lease by Tenant as provided above (its such availability is determined by Landlord) pursuant to third partiesthe terms of Tenant's right of first offer, where as set forth in this Section ).3, provided that no holder of a Superior Right Rights desires to lease all or any portion of such space. The Any such Landlord's First Offer Notice shall describe delivered by Landlord in accordance with the space so offered to Tenant and provisions of Section 1.3 above shall set forth Landlord’s proposed material economic the terms and conditions applicable upon which Landlord would lease the First Offer Space to Tenant’s , including, without limitation (i) the anticipated date upon which the First Offer Space will be available for lease of such space (collectively, the “Economic Terms”), including the proposed term of lease by Tenant and the proposed rent commencement date therefor, (ii) a schedule of construction of tenant improvements for the First Offer Space, if any, (iii) the Base Rent payable for the First Offer Space. Notwithstanding Space which shall be equal to the foregoing, however, if Fair Market Rental Rate for the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence Space (as defined ill Section 1.3.3 below on or before the date which is eighteen (18) months after the Commencement Dateand as determined by Landlord), the following terms (“Agreed Terms”) shall apply: (i) as to including tenant improvements and tenant improvement allowance for such First Offer Space in Space, (iv) the Tower, term of the Basic Rental and Improvement Allowance shall lease for such space (which may or may not be at the same rate per rentable square foot as applicable to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous coterminus with the Lease Term for the initial Premises, Landlord ); (v) the Security Deposit shall provide be increased by the existing HVAC system in good working order and amount of the Economic Terms shall reflect this Section 32(a)(ii)First Offer Space Rent payable by Tenant for the last month of the term of the lease for the First Offer Space; and (iiivi) any additional collateral as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of security for Tenant’s lease of such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises 's rental and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice other obligations with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available space. In addition, notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice Space, in such amounts and of such types (e.g., cash security deposit, letter of credit and/or stock warrants in Tenant), if any, as shall not apply during the last twelve (12) months be determined as part of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) aboveFair Market Rental Rate calculation.

Procedure for Offer. Subject to the foregoing provisions of this Article 32 regarding the existing lease and the Superior Rights, Landlord shall notify Tenant (the “First Offer Notice”) from time to time when (x) Landlord determines that Landlord shall commence the marketing of any receives a proposal or request for proposal for First Offer Space because such space shall become available for lease that Landlord would seriously consider and intends to commence negotiations with a third partiesparty, where no holder of a Superior Right desires to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”); provided, however, that Landlord may not deliver a First Offer Notice to Tenant for (and may not lease or enter into an agreement to lease) all or any portion of the second (2nd) floor of the 26672 Building, except in response to a Tenant Request, prior to January 1, 2012. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space (if the First Offer Notice is delivered after the date which is eighteen (18) months after the Commencement Date) and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); provided, including however, that (i) the proposed term Term for Tenant’s lease of the First Offer Space shall be coterminous with the Term of Tenant’s lease and of the proposed rent payable original Premises, (ii) the date upon which Tenant’s monetary obligations for the First Offer Space commence shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space. Notwithstanding , or (B) the foregoingdate which is one hundred fifty (150) days after the date Landlord delivers possession of the First Offer Space to Tenant, howeverand Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of this Lease pertaining to Alterations, and (iii) if the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms Economic Terms shall reflect that (“Agreed Terms”A) shall apply: (i) as to the Basic Rental for the First Offer Space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate (per rentable square foot as applicable to foot) payable from time-to-time for the initial Tower original Premises (provided in Section 1.C above and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under provided in Section 3(a) aboveabove (but any rent credit under Sections 2.2 and/or 2.3 of the Tenant Work Letter shall not apply to the First Offer Space), provided that the Lease Term shall be corate (per rentable square foot) payable from time-terminous with the Lease Term to-time for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space shall be adjusted by Landlord as necessary from the rates (per rentable square foot) provided in Section 1.C. above (and the Annex which is, at such time, office space, abatement provided in Section 3(a) above shall also be adjusted) so that the effective rate of Basic Rental and Improvement Allowance (per rentable square foot) for the First Offer Space shall be at the same rate $[***] per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term per month for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of such space is within the first First Offer Space, (1stB) Lease Yearthe Base Year shall be the same as the Base Year for the original Premises, which rate (C) the Improvement Allowance to be provided by Landlord for the First Offer Space shall increase by be the product of [***] Dollars ($.50 [***]) per rentable square foot annually of the First Offer Space multiplied by a fraction, the numerator which is the number of months from the commencement date of the term for each subsequent Lease Yearthe First Offer Space until expiration of the Term, no and the denominator which is sixty (60) (for example, if there are 50 full calendar months remaining in the Term on the commencement date of the First Offer Space, Tenant shall be entitled to receive an Improvement Allowance or rent abatement of $[***] per square foot (50 / 60 months x $[***] p.s.f. = $[***] p.s.f.) of rentable area of the First Offer Space, and such Improvement Allowance shall be providedapplied toward the cost of Improvement Allowance Items, such space in the same proportions as outlined in Section 2.2 (Disbursement of Improvement Allowance) of Exhibit “D”), and (D) at the time of Tenant’s execution of the Expansion Amendment, Tenant shall be delivered in its then “as is” condition, increase the Lease Term shall be co-terminous with amount of Security Deposit by an amount equal to the Lease Term last month’s basic rental for the Premises and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to TenantSpace and shall prepay monthly Basic Rental for the twenty second (22nd), Tenant may request in writing that Landlord provide Tenant with a First Offer Notice twenty third (23rd), twenty fourth (24th), and twenty fifth (25th) full calendar months of the Term with respect to any then available the First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available spaceSpace. In addition, notwithstanding Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve ten (1210) months of the initial Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight six (8) 6) months of the initial Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) above.

Procedure for Offer. Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”), including the proposed term of lease and lease, the proposed rent payable for the First Offer SpaceSpace and the proposed improvement allowances (if any). In the event that the First Offer Space consists of a proposed new building on the Property, the First Offer Notice shall include Landlord’s development plans for the new building, a construction schedule, site plans, space plans and rental rates. Notwithstanding the foregoing, however, if the term of Tenant’s lease of the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms (“Agreed Terms”) shall apply: (i) as to First Offer Space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, original Premises. Landlord’s obligation to deliver the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice shall apply during the last twenty-four (24) months of the initial Term provided that if Tenant desires to Tenantexercise its first offer right during the last twenty-four (24) months of the initial Term, Tenant may request shall concurrently deliver to Landlord the “Option Exercise Notice,” as defined in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available spaceSection 2.2.3 below. In addition, notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve (12) months of the initial Lease Term unless if Tenant has delivered an Interest Notice fails to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated deliver the Option Exercise Notice; and Landlord’s obligation to deliver the First Offer Notice shall not apply during the last eight twenty-four (8) 24) months of the initial Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) above“Option Term”.

Procedure for Offer. Landlord shall notify Tenant in writing (the “First Offer Notice”) from time to time when as soon as Landlord determines that Landlord shall commence any portion of the marketing of any First Offer Space because such space shall will become available for lease to third partiesparties provided, where no holder however, such notification shall be given not earlier than the date which is twelve (12) months before the actual date of a Superior Right desires physical availability of such First Offer Space. Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant such spaceFirst Offer Space. The First Offer Notice shall describe the space so offered to Tenant Tenant, shall set forth the “First Offer Rent,” as that term is defined in this Section 1.6.1, below, and shall set forth Landlord’s proposed material economic the other terms upon which Landlord is willing to lease such space to Tenant, including the estimated delivery date of such space to Tenant, and conditions applicable to the date upon which Tenant’s lease of such space First Offer Space is to commence (collectively, the “Economic TermsFirst Offer Commencement Date”), including which First Offer Commencement Date shall not be less than ninety (90) days after the proposed term of lease and date such space is delivered to Tenant (which 90-day period may or may not be considered in determining the proposed First Offer Rent applicable to such space). The rent payable by Tenant for the First Offer Space (the “First Offer Rent”) shall be at the “Fair Market Rent” for the First Offer Space, as that term is defined in Section 2.2.1.3 of this Office Lease (as amended by Section 8 of the Sixth Amendment to Office Lease). Notwithstanding In addition to the foregoing, however, if the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence below on or before the date which is eighteen within five (185) months business days after the Commencement Date, the following terms (“Agreed Terms”) shall apply: (i) as to First Offer Space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premisesrequest by Tenant, Landlord shall provide to Tenant in writing a listing (the existing HVAC system in good working order and “Available Space List”) of the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space that is then available for leasing or which Landlord reasonably believes will become available for leasing in the Annex which is then warehouse spacetwenty-four (24) month period following the date of Tenant’s request, and such Available Space List shall set forth the existing term expiration date, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent number of any renewal options and their respective exercise mechanisms and dates, the term of Tenant’s lease any renewal options, and a description of such the specific additional space is within rights relating to the first (1st) Lease YearFirst Offer Space, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii)existing lease. However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to TenantThereafter, Tenant may request in writing that Landlord provide deliver to Tenant with a specific First Offer Notice with respect relating to any then available of the individual spaces listed as First Offer Space on floors so designated by Tenant in such request the Available Space List, and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any within five (5) business days after such then available space. In addition, notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve (12) months of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered request by Tenant’s Acceptance to Landlord pursuant to Section 31(c) above.

Procedure for Offer. Provided that an Event of Default (or event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default (each, a “Default”)) has not occurred and is continuing, Tenant may, from time to time (but not more frequently than once per calendar year), request Landlord to advise Tenant of any First Offer Space which may become “available” over the next twelve (12) month period (“Tenant Request”). The Tenant Request must be delivered strictly in accordance with Lease Article 30 (Notices). Landlord agrees that, provided no Default or Event of Default has occurred and is continuing, Landlord shall notify within fifteen (15) business days of the Tenant Request deliver written notice to Tenant (the “First Offer Notice”) from time in response to time when Landlord determines that Landlord shall commence the marketing of Tenant Request whether any First Offer Space because such space shall is currently available or whether, in Landlords professional judgment, may over the next twelve (12) month period become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to which may be available (including, without limitation, Landlord’s estimated determination of the rentable square footage thereof), the anticipated date on which the First Offer Space will be available for lease by Tenant and the commencement date therefor (“First Offer Commencement Date”) and shall set forth Landlord’s proposed material economic terms and conditions applicable determination of the Fair Market Rental Rate with respect to such space. Within fifteen (15) business days after Tenant’s lease receipt of such space each First Offer Notice (collectively, the “Economic TermsFirst Offer Response Date”), including Tenant must give Landlord written notice pursuant to which Tenant (i) elects to lease the First Offer Space at the Fair Market Rental Rate proposed by Landlord for a term coterminous with the Term hereof; or (ii) elects to lease the First Offer Space on the terms proposed by Landlord (other than the determination of Fair Market Rental Rate) in which case the parties shall follow the procedure set forth in Exhibit “H”; or (iii) elects not to lease and such First Offer Space, which election shall be irrevocable. If Tenant does not so respond in writing to Landlord’s notice on or before the proposed rent payable First Offer Response Date, or has responded in accordance with clause (iii) above, Landlord may lease the First Offer Space to any third party. Tenant’s obligation to pay Rent for the First Offer Space. Notwithstanding the foregoing, however, if the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence below Space shall commence on or before the date which is eighteen (18) months after Landlord tenders possession of the Commencement Date, the following terms (“Agreed Terms”) shall apply: (i) as to applicable First Offer Space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available space. In addition, notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve (12) months of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) above.

Procedure for Offer. During the First Refusal Period, Landlord shall notify Tenant (the “First Offer Refusal Notice”) whenever Landlord receives a written bona-fide offer from time a prospective third party tenant to time when lease any First Refusal Space which offer Landlord determines that desires to accept (the “Acceptable Third Party Offer”). Pursuant to such First Refusal Notice, Landlord shall commence the marketing of any First Offer Space because such space shall become available for offer to lease to Tenant the First Refusal Space which is the subject of such Acceptable Third Party Offer. The First Refusal Notice shall include either a copy of such Acceptable Third Party Offer or a deal memorandum executed by such third partiesparty prospective tenant (or executed by such prospective tenant’s broker, where no holder of a Superior Right desires in which case such document shall be on such broker’s letterhead) and shall describe the material economic terms upon which Landlord is willing to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”), including which Economic Terms shall be consistent with the proposed term terms of lease such Acceptable Third Party Offer, and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, however, if the First Offer Notice is delivered to Tenant pursuant which Economic Terms shall pertain to the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms (“Agreed Terms”) shall applycategories: (i) as to First Offer Space in the Towerrentable and usable square feet of the applicable space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable determined pursuant to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises BOMA Standard and the Economic Terms shall reflect this provisions of Section 32(a)(i)1.2.1 above; (ii) as to First Offer Space the delivery condition, including any required landlord and/or base building work; (iii) the lease commencement and rent commencement dates, including the construction or improvement build-out time period; (iv) the length of lease term; (v) base rent, including escalations thereto; (vi) monetary concessions (e.g., free rent, improvement allowances), if any; (vii) any rent stop or base year protections; (viii) first offer, first refusal and any other expansion rights and the rent and terms and conditions upon which such rights will be based (e.g., fair market rent); (ix) renewal rights and the rent and terms and conditions upon which such renewal will be based (e.g., fair market rent); (x) parking rights and parking charges, including the number of must-rent and right-to-rent parking passes, and the number, type (reserved and unreserved) and location of parking passes in the Annex which is, at Project’s Parking Facilities (but in no event shall the number of such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot parking passes identified by Landlord as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and part of the Economic Terms in any such First Refusal Notice be less than the number of unreserved parking passes within the Minimum Parking Ratio, and if the First Refusal Space shall reflect this Section 32(a)(ii); and pertain to an entire floor of the Building, at least two (iii2) as of such parking passes shall be converted to First Offer Space reserved parking passes in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of Phase IV Parking Structure in such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “locations therein as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available space. In additionLandlord, notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve (12) months of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) above.at no additional parking charge therefor);

Procedure for Offer. Subject to the terms of this Section 1.2, Tenant may deliver written notice to Landlord (the "Request Notice") that Tenant desires to lease Available First Offer Space. Within ten (10) business days following Landlord's receipt of a Request Notice, Landlord shall notify deliver written notice to Tenant (the “"First Offer Notice”") from time to time when Landlord determines that Landlord shall commence the marketing of any describing First Offer Space because that is then Available. If no space in the Project is Available as of the date of Tenant's delivery of a Request Notice, then Tenant's Right of First Offer shall not terminate, and Tenant shall continue to have a right to deliver a Request Notice, until Landlord is able to send a First Offer Notice pertaining to Available space. Pursuant to such space First Offer Notice, Landlord shall become available for offer to lease to third parties, where no holder of a Superior Right desires to lease such spaceTenant the then available First Offer Space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms the Base Rent and conditions applicable the other "Economic Terms" (as that term is defined herein below) upon which Landlord is willing to lease such space to Tenant’s lease . The First Offer Notice shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as an enhanced security deposit, a letter of such space (collectivelycredit or guaranty, the “Economic Terms”), including the proposed term of lease and the proposed rent payable for Tenant's Rent obligations during the First Offer SpaceTerm. Notwithstanding the foregoingAs used in this Section 1.3, however, if the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms (“Agreed "Economic Terms”) " shall applyrefer to: (i) as to First Offer Space in the Tower, the Basic Rental rental rate (including additional rent and Improvement Allowance shall be at the same rate per rentable square foot as considering any "base year" or "expense stop" applicable to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(ithereto); (ii) as the amount of any improvement allowance or the value of any work to be performed by Landlord in connection with the lease of such First Offer Space in (which amount is a deduction from the Annex which is, at cost to Tenant or such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(iiother party); and (iii) as the amount of free rent (which amount is a deduction from the cost to Tenant or such other party). Notwithstanding the foregoing, if the First Offer Space Commencement Date (as that term is defined in the Annex which Section 1.2.3 below) is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot anticipated to the extent the term of Tenant’s lease of such space is within commence during the first twelve (1st12) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, full calendar months of the Lease Term shall be co-terminous with the Lease Term for the Premises and Term, then the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered be equal to the terms and conditions applicable to the initial Premises (determined on a First Offer Notice to Tenant, Tenant may request per RSF basis based on the number of RSF in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available space. In addition, notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during Space, and prorated to reflect any difference in the last twelve (12) months Lease Term compared to the total term of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver Tenant's lease of the First Offer Notice during Space) (the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) above"Stipulated Economic Terms").

Procedure for Offer. In the event Landlord receives a valid bona fide offer from a Third Party for all or a portion of the First Offer Space following the Rent Commencement Date but prior to twelve (12) months thereafter, Landlord shall notify provide Tenant with notice of the details of such offer (the “First Third Party Offer Notice”) from time to time when Landlord determines ), provided that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires Holder wishes to lease such space. Pursuant to such Third Party Offer Notice, Landlord shall offer to lease to Tenant the then available First Offer Space. The First Third Party Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”), including the proposed Expansion Rent,” as that term of lease and the proposed rent payable for the First Offer Spaceis defined below. Notwithstanding the foregoing, howeverAdditionally, if the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms (“Agreed Terms”) shall apply: (i) as to First Offer Space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available space. In addition, notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last period of time following the Rent Commencement Date but prior to twelve (12) months of the initial Term unless thereafter, Tenant has delivered an Interest Notice desires to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver expand into the First Offer Notice during Space, Tenant shall notify Landlord of its desire to exercise the last eight Expansion Right. Tenant shall have the right to lease such First Offer Space that is then available (8) months provided that no Superior Right Holder wishes to lease such space) at the Expansion Rent. Tenant may only exercise the Expansion Right if Tenant constructs the First Offer Space so that Premises combined with the First Offer Spaces contains at least a total of Forty-Five Percent (45%) of lab space/ pharmaceutical related manufacturing, and (ii) Landlord provides its approval of the initial Term unless Tenant has timely delivered design and layout of the lab space/pharmaceutical related manufacturing, such approval not to be unreasonably withheld. The rent under the Expansion Right for the First Offer Space (the “Expansion Rent”) shall be on the same terms and conditions as Tenant’s Acceptance to Landlord pursuant to Section 31(c) aboveleasing of the Premises, adjusted on a pro-rata basis including the amortization of any Tenant Improvement Allowance or other amounts as reasonably determined by Landlord, but the Early Entry Premises shall not be factored into such determination.

Procedure for Offer. With respect to the first time Landlord receives a bona fide proposal from a third party (which is other than (i) the existing tenant of the First Offer Space or its affiliate, successor or assignee, or (ii) a Superior Right Holder with respect to space located in Building G) to lease First Offer Space containing not more than a full floor increment of space and which is available (or will become available) for lease as described in Section 1.4 above, which proposal Landlord would accept or submit a counter proposal thereto (such third-party bona fide proposal which Landlord would accept, or the counter-proposal which Landlord would submit to such third party in response thereto, shall be referred to herein as the “Third Party Offer”), then prior to the date that Landlord accepts or submits such Third Party Offer to such third-party, Landlord shall notify give Tenant written notice (the “First Offer Notice”) from time to time when Landlord determines specifying that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, however, if or specified portion thereof identified in the First Offer Notice is delivered to available for lease by Tenant pursuant to the immediately preceding sentence or provisions of this Section 1.4. If Landlord’s First Offer Notice pertains to space containing less than a full floor, and Tenant exercises its first offer right herein to lease such space so identified in such First Offer Notice, then notwithstanding anything in this Section 1.4 to the next sentence below on or before the date which is eighteen (18) months after the Commencement Datecontrary, the following terms (“Agreed Terms”) shall apply: (i) as any future right of Tenant to lease any First Offer Space under this Section 1.4 shall only apply to the remaining space located on such partial floor and no other space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of Building or Building G when such space is within the first becomes (1stor will become) Lease Yearavailable for lease as provided herein. In addition, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice Landlord’s obligation to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available space. In addition, notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during (A) the last twelve (12) months year of the initial Lease Term unless Tenant has previously delivered an Interest Notice to Landlord the Exercise Notice extending the initial Lease Term pursuant to Section 31(cthe Extension Option Rider, or (B) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) aboveOption Term.

Procedure for Offer. Subject to Superior Rights and the terms of this Exhibit G, Landlord shall notify Tenant (the “"First Offer Notice”") from time prior to time when Landlord determines that Landlord shall commence the marketing entering into a lease of any First Offer Space because to a third party, other than the existing occupant thereof. Pursuant to such space First Offer Notice, Landlord shall become available for offer to lease to third parties, where no holder Tenant any portion of the then available First Offer Space (the "Designated First Offer Space") (and such notice may be made contingent on a Superior Right desires Holder declining a right to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, howeverif prior to Landlord's delivery to Tenant of the First Offer Notice, if Landlord has received an offer to lease all or part of the First Offer Space from a third party that Landlord intends to respond to in good faith (a "Third Party Offer") and such Third Party Offer includes space in excess of the First Offer Space, then the First Offer Notice is delivered to shall include a description of such additional space and Tenant pursuant to shall exercise the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement DateRight of First Offer, the following terms (“Agreed Terms”) shall apply: (i) if at all, as to all of the space contained in the Third Party Offer, and the term "Designated First Offer Space" shall include all such space described in the Third Party Offer for purposes hereof. Except in the case of an unexpected availability of First Offer Space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable due to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term an early termination of a Project tenant's lease for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to such First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial PremisesSpace, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect less than four (4) months, or more than eighteen (18) months, prior to any such then available spacethe anticipated date of availability of the applicable Designated First Offer Space. In addition, notwithstanding The rent payable during the foregoing, Landlord’s obligation First Offer Term shall be equal to deliver the Market Rent for the Designated First Offer Space (the "First Offer Rent"). The First Offer Notice shall not apply during (i) describe the last twelve Designated First Offer Space, (12ii) months of offer to lease to Tenant the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver Designated First Offer Space on the terms described in the First Offer Notice during Notice, (iii) set forth the last eight proposed First Offer Rent upon which Landlord is willing to lease the Designated First Offer Space to Tenant, (8) months iv) set forth the rentable square footage of the initial Designated First Offer Space, determined by Landlord in accordance with the Landlord's then-current measurement standard for the Project, (v) describe the First Offer Term unless (as that term is defined below) and the anticipated delivery date for the Designated First Offer Space, (vi) specify any additional Security Deposit, letter of credit or other securitization required to be provided for the Designated First Offer Space, and (vii) specify the number and type of parking passes, if any, to be made available to Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) abovein connection with the Designated First Offer Space in accordance with the Parking Pass Ratio.

Procedure for Offer. Subject to the terms of this Section 9, Landlord shall notify Tenant (the “"First Offer Notice”") from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall or any portion thereof will become available for lease to third parties, where no holder subject to the rights of a any Superior Right desires Holder. Pursuant to such First Offer Notice, Landlord shall offer to lease such spaceto Tenant the then available First Offer Space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of , when such space (collectivelywill become available to lease, the “Economic Terms”), including the proposed lease term of lease and the proposed rent payable for the First Offer Space. Notwithstanding Space (which shall be (i) not less than four (4) years if the foregoing, however, if First Offer Space being offered to Tenant in the First Offer Notice is delivered to Tenant pursuant to less than a full floor, (ii) not less than seven (7) years if the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms (“Agreed Terms”) shall apply: (i) as to First Offer Space being offered to Tenant in the TowerFirst Offer Notice is a full floor, and (iii) not less than ten (10) years if the First Offer Space being offered to Tenant is greater than a full floor), the Basic Rental base rent, the increased financial security (if any) required by Landlord, and Improvement Allowance other fundamental material economic terms upon which Landlord is willing to lease such space to Tenant. With respect to any First Offer Space located in the Lakeview Building or Plaza Building only, with a lease commencement date scheduled to occur prior to July 1, 2017, (a) the Monthly Base Rent, payable by Tenant for such First Offer Space shall be at equal to the same rate Monthly Base Rent, calculated on a per rentable square foot as basis, then applicable to the initial Tower Premises (Current Premises, and Basic Rental shall be subject to abatement at the same times increases on the same dates as the Monthly Base Rent applicable to the initial Premises under Section 3(aCurrent Premises, and (b) above), the Lease Term Tenant shall be coentitled to a one-terminous with the Lease Term time tenant improvement allowance for the initial Tower Premises designing and construction of improvements that are permanently affixed to the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space (the "First Offer Allowance") in an amount equal to the product of (1) $30.00, (2) the rentable square footage of the applicable First Offer Space, and (3) a fraction, the numerator of which equals the number of calendar months (and prorated for any partial calendar months) in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term lease term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to applicable First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iiidenominator of which equals one hundred ten (110). However, notwithstanding that In no event shall Landlord may not have previously delivered a First Offer Notice the obligation to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice (and Tenant shall have no right to Tenant with respect exercise its right under this Section 9) to any such then available space. In addition, notwithstanding the foregoing, Landlord’s obligation to deliver extent that the "First Offer Notice shall not apply during Commencement Date," as that term is defined in Section 9.4 below, is anticipated by Landlord to occur on or after September 1, 2022 (the last twelve (12) months of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) above"ROFO Expiration").

Procedure for Offer. Subject to the foregoing provisions of this Article 32 regarding the existing lease and the Superior Rights, Landlord shall notify Tenant (the “First Offer Notice”) from time to time when (x) Landlord determines that Landlord shall commence the marketing of any receives a proposal or request for proposal for First Offer Space because such space shall become available for lease that Landlord would seriously consider and intends to commence negotiations with a third partiesparty, where no holder of a Superior Right desires to lease such space, or (y) within ten (10) business days following written request by Tenant (which may not be given more than four (4) times in any twelve (12) month period) (each, a “Tenant Request”); provided, however, that Landlord may not deliver a First Offer Notice to Tenant for (and may not lease or enter into an agreement to lease) all or any portion of the second (2nd) floor of the 26672 Building, except in response to a Tenant Request, prior to January 1, 2012. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed Market Rent for the space (if the First Offer Notice is delivered after the date which is eighteen (18) months after the Commencement Date) and all other proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”); provided, including however, that (i) the proposed term Term for Tenant’s lease of the First Offer Space shall be co-terminous with the Term of Tenant’s lease and of the proposed rent payable original Premises, (ii) the date upon which Tenant’s monetary obligations for the First Offer Space commence shall be the earlier of (A) the date upon which Tenant commences business operations from the First Offer Space. Notwithstanding , or (B) the foregoingdate which is one hundred fifty (150) days after the date Landlord delivers possession of the First Offer Space to Tenant, howeverand Tenant shall be entitled to renovate the leasehold improvements in the First Offer Space in accordance with, and subject to, the provisions of this Lease pertaining to Alterations, and (iii) if the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms Economic Terms shall reflect that (“Agreed Terms”A) shall apply: (i) as to the Basic Rental for the First Offer Space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate (per rentable square foot as applicable to foot) payable from time-to-time for the initial Tower original Premises (provided in Section l.C above and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under provided in Section 3(a) aboveabove (but any rent credit under Sections 2.2 and/or 2.3 of the Tenant Work Letter shall not apply to the First Offer Space), provided that the Lease Term shall be corate (per rentable square foot) payable from time-terminous with the Lease Term to-time for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space shall be adjusted by Landlord as necessary from the rates (per rentable square foot) provided in Section l .C. above (and the Annex which is, at such time, office space, abatement provided in Section 3(a) above shall also be adjusted) so that the effective rate of Basic Rental and Improvement Allowance (per rentable square foot) for the First Offer Space shall be at the same rate $1.59 per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term per month for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of such space is within the first First Offer Space, (1stB) Lease Yearthe Base Year shall be the same as the Base Year for the original Premises, which rate the Improvement Allowance to be provided by Landlord for the First Offer Space shall increase by be the product of Thirty Dollars ($.50 30.00) per rentable square foot annually of the First Offer Space multiplied by a fraction, the numerator which is the number of months from the commencement date of the term for each subsequent Lease Yearthe First Offer Space until expiration of the Term, no and the denominator which is sixty (60) (for example, if there are 50 full calendar months remaining in the Term on the commencement date of the First Offer Space, Tenant shall be entitled to receive an Improvement Allowance or rent abatement of $25.00 per square foot (50 I 60 months x $30.00 p.s.f. = $25.00 p.s.f.) of rentable area of the First Offer Space, and such Improvement Allowance shall be providedapplied toward the cost of Improvement Allowance Items, such space in the same proportions as outlined in Section 2.2 (Disbursement of Improvement Allowance) of Exhibit “D”), and (D) at the time of Tenant’s execution of the Expansion Amendment, Tenant shall be delivered in its then “as is” condition, increase the Lease Term shall be co-terminous with amount of Security Deposit by an amount equal to the Lease Term last month’s basic rental for the Premises and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to TenantSpace and shall prepay monthly Basic Rental for the twenty second (22°d), Tenant may request in writing that Landlord provide Tenant with a First Offer Notice twenty third (23rd), twenty fourth (241 ), and twenty fifth (251h) full calendar months of the Term with respect to any then available the First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available spaceSpace. In addition, notwithstanding Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve ten (1210) months of the initial Term or first Option Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight six (8) 6) months of the initial Term or first Option Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) above.

Procedure for Offer. Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines acknowledges that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”), including the proposed term of lease and the proposed rent payable for has not yet leased the First Offer Space. Notwithstanding Prior to leasing all or any portion of the foregoingFirst Offer Space for the first time, howeveror all or any portion of the First Offer Space once the same becomes Available for Lease (defined below) to third parties after Landlord leases the First Offer Space for the first time, Landlord shall first deliver to Tenant a written notice (the "FIRST OFFER NOTICE") setting forth Landlord's proposed general business and economic terms and conditions upon which Landlord is willing to lease such space to Tenant, including, without limitation, base rent, term, and tenant improvement allowances (if any) (collectively, the "ECONOMIC TERMS"). Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant the First Offer Space described in the First Offer Notice is delivered to Tenant pursuant to upon the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement DateEconomic Terms. For purposes hereof, the following terms (“Agreed Terms”) First Offer Space shall applybe deemed to be "AVAILABLE FOR LEASE" after: (i) as the expiration or earlier termination of the initial lease (or leases) and all subsequent leases for such space (and after the expiration of any renewal of such initial lease(s), whether or not such renewal is pursuant to an express written provision in such lease(s), and regardless of whether any such renewal is consummated pursuant to a lease amendment or a new lease(s), Tenant acknowledging and agreeing that once Tenant has elected not to exercise its first offer right and Landlord has leased all or any portion of the First Offer Space in the Towerto a tenant, the Basic Rental and Improvement Allowance Tenant's first offer right shall be at subordinate to all rights of the same rate per rentable square foot as applicable to subject tenant(s) of the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in who lease the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(iiFirst Offer Space); and (iiiii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease vacation of such space is within by the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iiiapplicable tenant(s). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available space. In addition, notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve (12) months of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) above.

Procedure for Offer. If at any time during the initial Lease Term (but only as long as either (a) the First Offer Commencement Date is anticipated to occur at least two (2) years prior to the Lease Expiration Date pertaining to the initial Lease Term, or (b) to the extent there are less than two (2) years remaining during the initial Lease Term at the time the First Offer Commencement Date is anticipated to occur, the Tenant has exercised its right to lease the Premises for the initial “Option Term” (as that term is defined in Section 2.3.1 of this Lease) pursuant to the terms of Section 2.3 of this Lease), Landlord shall so notify Tenant (the 702009.06/WLA -8- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, Inc.] “First Offer Notice”) from time ). Pursuant to time when Landlord determines that such First Offer Notice, Landlord shall commence offer to lease to Tenant the marketing of any then available First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such spaceSpace. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material the “First Offer Rent,” as that term is defined in Section 1.3.3 below, and the other economic terms and conditions applicable upon which Landlord is willing to lease such space to Tenant’s lease of such space (collectively, the “Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, however, if the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms (“Agreed Terms”) shall apply: (i) as to First Offer Space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the The term of Tenant’s lease of such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement any First Offer Space shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous coterminous with the Lease Term. Notwithstanding the foregoing, if there are less than two (2) years remaining during the initial Lease Term at the time the First Offer Commencement Date is anticipated to occur and Tenant has not then exercised its right to lease the Premises for the Premises initial Option Term and its right to do so has not otherwise expired, Landlord shall, in order to then determine if Tenant is interested in exercising its right pursuant to the Economic Terms shall reflect terms of this Section 32(a)(iii). However1.3, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect conditioned upon Tenant exercising its right to any lease the Premises for the Option Term (in which case such then available space. In addition, notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve be treated like any other notice (12) months of the initial Term unless Tenant has delivered an Interest Notice to Landlord i.e., shall be accepted or rejected pursuant to the terms of Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months 1.3.2 of the initial Term unless Tenant has timely delivered this Lease), except that Tenant’s Acceptance to Landlord acceptance thereof shall also be deemed Tenant’s delivery of its “Exercise Notice” (as that term is defined in Section 2.3.3 of this Lease) pursuant to the terms of Section 31(c) above2.3.3 of this Lease).

Procedure for Offer. Between the date of this Amendment and February 28, 2014, should Landlord receive an offer (an “Offer”) with respect to all or any portion of the First Refusal Space from a bona fide third party prospect (the “Prospect”) which Landlord is willing to accept, Landlord shall notify Tenant (the a “First Offer Refusal Notice”) from time to time when Landlord determines provided that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires Holder (hereinafter defined) wishes to lease such space. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal Space based on the terms and conditions of the Offer; provided, however, if Landlord delivers a First Refusal Notice within 12 months following the date of this Amendment, Landlord shall also offer to lease to Tenant the applicable First Refusal Space based on the terms and conditions of this Amendment except (a) there shall be no Base Rental abatement, (b) the Lease Term for the First Refusal Space shall commence no later than 90 days following Landlord’s receipt of the First Refusal Acceptance Notice, (c) all allowances, concessions and similar terms for the First Refusal Space shall be proportionally adjusted based on the amount of Lease Term remaining; in addition, Tenant shall post additional consideration in the form of a letter of credit in a proportional amount requested by Landlord on the terms and conditions set forth in Exhibit D attached to this Amendment, and (d) if the applicable First Refusal Space is “spec” space that has been built out by Landlord, Tenant shall not be entitled to any “Refurbishment Allowance” or tenant improvement allowance with respect to such “spec” space. The First Offer Notice shall describe rentable square footage of the space so offered to Tenant and shall set forth be determined by Landlord in accordance with Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such standard method for measuring space (collectively, the “Economic Terms”), including the proposed term of lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, however, if the First Offer Notice is delivered to Tenant pursuant to the immediately preceding sentence or the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms (“Agreed Terms”) shall apply: (i) as to First Offer Space in the Tower, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (ii) as to First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of Tenant’s lease of such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii). However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available space. In addition, notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve (12) months of the initial Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Term unless Tenant has timely delivered Tenant’s Acceptance to Landlord pursuant to Section 31(c) aboveBuilding.

Procedure for Offer. During the initial Lease Term, Landlord shall notify Tenant (the “First Offer Notice”) from time to time when Landlord determines that Landlord shall commence the marketing of any the First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right Holders desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord’s proposed material economic terms and conditions applicable to Tenant’s lease of such space (collectively, the “Economic Terms”), including including, without limitation (i) the proposed term of anticipated date upon which the First Offer Space will be available for lease by Tenant and the commencement date and/or proposed delivery date therefor, (ii) Landlord’s reasonable determination of the rent payable for First Offer Space (“First Offer Rent”) and such First Offer Rent for the First Offer Space. Notwithstanding Space shall thereafter be subject to the foregoingsame escalations [made at the same time] as the rent then payable under this Lease for the Premises (“Agreed Upon Minimum First Offer Rent Escalations”), (iii) any tenant improvement allowance or other monetary concessions for such First Offer Space determined as a component of the First Offer Rent (provided, however, if the First Offer Notice is delivered to Tenant pursuant to term of the immediately preceding sentence or lease for the next sentence below on or before the date which is eighteen (18) months after the Commencement Date, the following terms (“Agreed Terms”) shall apply: (i) as to First Offer Space in the Toweris for less than five (5) years, the Basic Rental and Improvement Allowance Tenant shall not be at the same rate per rentable square foot as applicable entitled to the initial Tower Premises (and Basic Rental shall be subject to abatement at the same times as applicable to the initial Premises under Section 3(a) aboveany tenant improvement allowance or any other monetary or financial concessions for such First Offer Space), the Lease Term shall be co-terminous with the Lease Term for the initial Tower Premises and the Economic Terms shall reflect this Section 32(a)(i); (iiiv) as to First Offer Space in the Annex which is, at such time, office space, the Basic Rental and Improvement Allowance shall be at the same rate per rentable square foot as applicable to the initial Annex Premises (and Basic Rental shall be subject to abatement at the same time as applicable to the initial Annex Premises under Section 3(a) above), the Lease Term shall be co-terminous with the Lease Term for the initial Premises, Landlord shall provide the existing HVAC system in good working order and the Economic Terms shall reflect this Section 32(a)(ii); and (iii) as to First Offer Space in the Annex which is then warehouse space, the Annual Basic Rental shall be $9.00 per rentable square foot to the extent the term of the lease for such space (which shall be a minimum of three (3) years and which shall expire co-terminously with Tenant’s lease of the initial Premises) and (v) such space is within the first (1st) Lease Year, which rate shall increase by $.50 per rentable square foot annually for each subsequent Lease Year, no Improvement Allowance or rent abatement shall be provided, such space shall be delivered in its then “as is” condition, the Lease Term shall be co-terminous with the Lease Term for the Premises and the Economic Terms shall reflect this Section 32(a)(iii)other economic terms Landlord reasonably deems appropriate. However, notwithstanding that Landlord may not have previously delivered a First Offer Notice to Tenant, Tenant may request in writing that Landlord provide Tenant with a First Offer Notice with respect to any then available First Offer Space on floors so designated by Tenant in such request and Landlord shall within ten (10) days thereafter deliver a First Offer Notice to Tenant with respect to any such then available space. In addition, notwithstanding Notwithstanding the foregoing, Landlord’s obligation to deliver the First Offer Notice shall not apply during the last twelve thirty-six (1236) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months Tenant, concurrently with its delivery of the initial Term unless Tenant has timely delivered “Tenant’s Acceptance to Landlord pursuant to Section 31(c) above.Notice,” as defined below, Tenant delivers the “Option Exercise Notice,” as defined in Section