Common use of Refusal Rights Clause in Contracts

Refusal Rights. (a) If Landlord intends during the term of this Lease to lease all or any portion of the Refusal Space (as hereinafter defined), and if Tenant is not then in material default (beyond any applicable cure periods) under this Lease (for which purpose, without limitation, any event of default under Section 18.1 hereof shall be considered "material"), Landlord shall --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 18 first give written notice of such intention to Tenant, specifying the material terms on which Landlord proposes to lease the Refusal Space or portion thereof (the "Offered Space"), and shall offer to Tenant the opportunity to lease the Offered Space on the terms specified in Landlord's notice. Tenant shall have seven (7) business days after the date of Xxxxxx's receipt of such notice from Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Space shall be leased to Tenant on the terms set forth in Landlord's notice and on the additional terms and provisions set forth herein (except to the extent inconsistent with the terms set forth in Landlord's said notice), and the parties shall promptly execute an amendment to this Lease adding the Offered Space to the premises covered by this Lease and making any appropriate amendments to provisions of this Lease to reflect different rent and other obligations applicable to the Offered Space under the terms of Landlord's said notice. If Xxxxxx does not accept Xxxxxxxx's offer within the allotted time, Landlord shall thereafter have the right to lease the Offered Space to a third party, at any time within [...*...] days after Tenant's failure to accept Landlord's offer, at a minimum rental and on other terms and conditions not more favorable to the lessee than the minimum rental and other terms offered to Tenant in said Landlord's notice. If Xxxxxx does not accept Xxxxxxxx's offer and Landlord does not lease the Offered Space to a third party within [...*...] days, Xxxxxx's refusal right under this Section 7.1 shall reattach to that space. (b) For purposes of this Section 7.1, the areas constituting the "Refusal Space" and the priority of Xxxxxx's refusal rights with respect to such areas are as follows: (i) Until the later of December 31, 1997 or the date Landlord enters into an unconditional binding contract or contracts for the acquisition of the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights), the Refusal Space shall include any and all space in the new building to be constructed in the area marked as "Alternate Expansion" (Building C) on the Site Plan; after the later of the dates specified in this subparagraph, such Building C space shall no longer constitute part of the Refusal Space and Tenant shall have no further refusal rights with respect thereto. Notwithstanding any other provisions of this Section 7.1, Xxxxxx's refusal right with respect to the Building C portion of the Refusal Space is a second refusal right, junior in priority to existing rights in favor of Cor Therapeutics, Inc. (ii) Until the date Landlord enters into an unconditional binding contract or contracts for the acquisition of the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights), the Refusal Space shall include any and all space in the existing buildings designated as Buildings D, E, F and G on the Site Plan; after the date specified in this subparagraph, such Building D, E, F and G space shall no longer constitute part of the Refusal Space and Tenant shall have no further refusal rights with respect thereto. Notwithstanding any other provisions of this Section 7.1, Xxxxxx's refusal right with respect to the Building D, E, F and G --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 19 portion of the Refusal Space is junior in priority to all existing rights in favor of Cor Therapeutics, Inc. and/or in favor of any other existing tenants of the Center. (iii) If Landlord acquires the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights) and Tenant timely exercises its Phase IIA Expansion Option under Section 6.3(a) hereof for at least [...*...] square feet of space on the Adjacent Property, then after the expiration of the Phase IIB Option Period as defined in Section 6.3(b) hereof, the Refusal Space shall include any and all space not already occupied by Tenant in the buildings existing from time to time on the Adjacent Property. Xxxxxx's refusal right with respect to buildings located from time to time on the Adjacent Property is a first refusal right and is not junior in priority to any other existing rights in favor of any other person or entity. (iv) For purposes of this Section 7.1(b), a contract for acquisition of the Adjacent Property or any portion thereof shall be deemed to be "unconditional" when all "due diligence" conditions have been waived and the contract remains subject only to conditions that are customarily satisfied only at the closing date, including (but not limited to) conditions relating to the seller's delivery of title and the title company's issuance of a title policy insuring Landlord's title as buyer subject only to the permitted exceptions defined in the purchase contract.

Refusal Rights. (a) If Landlord intends during the term of this Lease Optionee desires to lease sell all or any portion part of -------------- the Refusal Space shares acquired under this option (as hereinafter definedincluding any securities received in respect thereof pursuant to recapitalizations and the like), and if Tenant is not then an offeror (the "Offeror") has made an offer therefor, which offer the Optionee desires to accept, the Optionee shall: (i) obtain in material default writing an irrevocable and unconditional bona fide offer (beyond the "Bona Fide Offer") for the purchase thereof from the Offeror; and (ii) give written notice (the "Option Notice") to the Company setting forth his desire to sell such shares, which Option Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Option Notice, the Company shall have an option to purchase any applicable cure periods) under this Lease (for which purposeor all of such shares specified in the Option Notice, without limitationsuch option to be exercisable by giving, within 90 days after receipt of the Option Notice, a written counter-notice to the Optionee. If the Company elects to purchase any or all of such shares, it shall be obligated to purchase, and the Optionee shall be obligated to sell to the Company, such shares at the price and terms indicated in the Bona Fide Offer within 120 days from the date of receipt by the Company of the Option Notice. The Optionee may sell, pursuant to the terms of the Bona Fide Offer, any event or all of default under Section 18.1 hereof such shares not purchase or agreed to be purchased by the Company at any time during the 30 days immediately following the expiration of the 90-day period during which the Company may give the aforesaid counter-notice; provided, -------- however, that the Optionee shall be considered "material")not sell such shares to the Offeror if the ------- Company, Landlord shall --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 18 first give in its sole discretion, determines that the Offeror is a competitor of the Company and the Company gives written notice of such intention determined to Tenantthe Optionee, specifying the material terms on which Landlord proposes to lease the Refusal Space or portion thereof (the "Offered Space"), and shall offer to Tenant the opportunity to lease the Offered Space on the terms specified in Landlord's notice. Tenant shall have seven (7) business within 90 days after the date of Xxxxxx's its receipt of the Option Notice. If any or all of such notice from Landlord in which shares are not sold pursuant to accept such offer by written notice to Landlord. Upon such acceptance by Tenanta Bona Fide Offer within the time permitted above, the Offered Space unsold shares shall be leased remain subject to Tenant on the terms set forth in Landlord's notice and on the additional terms and provisions set forth herein (except to the extent inconsistent with the terms set forth in Landlord's said notice), and the parties shall promptly execute an amendment to this Lease adding the Offered Space to the premises covered by this Lease and making any appropriate amendments to provisions of this Lease to reflect different rent and other obligations applicable to the Offered Space under the terms of Landlord's said notice. If Xxxxxx does not accept Xxxxxxxx's offer within the allotted time, Landlord shall thereafter have the right to lease the Offered Space to a third party, at any time within [...*...] days after Tenant's failure to accept Landlord's offer, at a minimum rental and on other terms and conditions not more favorable to the lessee than the minimum rental and other terms offered to Tenant in said Landlord's notice. If Xxxxxx does not accept Xxxxxxxx's offer and Landlord does not lease the Offered Space to a third party within [...*...] days, Xxxxxx's refusal right under this Section 7.1 shall reattach to that spaceArticle 17. (b) For purposes of this Section 7.1, the areas constituting the "Refusal Space" and the priority of Xxxxxx's refusal rights with respect to such areas are as follows: (i) Until the later of December 31, 1997 or the date Landlord enters into an unconditional binding contract or contracts for the acquisition of the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights), the Refusal Space shall include any and all space in the new building to be constructed in the area marked as "Alternate Expansion" (Building C) on the Site Plan; after the later of the dates specified in this subparagraph, such Building C space shall no longer constitute part of the Refusal Space and Tenant shall have no further refusal rights with respect thereto. Notwithstanding any other provisions of this Section 7.1, Xxxxxx's refusal right with respect to the Building C portion of the Refusal Space is a second refusal right, junior in priority to existing rights in favor of Cor Therapeutics, Inc. (ii) Until the date Landlord enters into an unconditional binding contract or contracts for the acquisition of the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights), the Refusal Space shall include any and all space in the existing buildings designated as Buildings D, E, F and G on the Site Plan; after the date specified in this subparagraph, such Building D, E, F and G space shall no longer constitute part of the Refusal Space and Tenant shall have no further refusal rights with respect thereto. Notwithstanding any other provisions of this Section 7.1, Xxxxxx's refusal right with respect to the Building D, E, F and G --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 19 portion of the Refusal Space is junior in priority to all existing rights in favor of Cor Therapeutics, Inc. and/or in favor of any other existing tenants of the Center. (iii) If Landlord acquires the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights) and Tenant timely exercises its Phase IIA Expansion Option under Section 6.3(a) hereof for at least [...*...] square feet of space on the Adjacent Property, then after the expiration of the Phase IIB Option Period as defined in Section 6.3(b) hereof, the Refusal Space shall include any and all space not already occupied by Tenant in the buildings existing from time to time on the Adjacent Property. Xxxxxx's refusal right with respect to buildings located from time to time on the Adjacent Property is a first refusal right and is not junior in priority to any other existing rights in favor of any other person or entity. (iv) For purposes of this Section 7.1(b), a contract for acquisition of the Adjacent Property or any portion thereof shall be deemed to be "unconditional" when all "due diligence" conditions have been waived and the contract remains subject only to conditions that are customarily satisfied only at the closing date, including (but not limited to) conditions relating to the seller's delivery of title and the title company's issuance of a title policy insuring Landlord's title as buyer subject only to the permitted exceptions defined in the purchase contract.

Refusal Rights. On or before the date on which the Company becomes subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (a) If Landlord intends during the term of this Lease "Exchange Act"), if the Investor desires to lease sell all or any portion part of the Refusal Space Common Stock acquired under this Warrant (as hereinafter definedincluding any securities received in respect thereof pursuant to recapitalization and the like), and if Tenant is not then an offeror (the "Offeror") has made an offer therefore, which offer the Investor desires to accept, the Investor shall: (i) obtain in material default writing a bona fide offer (beyond any applicable cure periodsthe "Bona Fide Offer") under this Lease for the purchase thereof from the Offeror; and (for which purpose, without limitation, any event of default under Section 18.1 hereof shall be considered "material"), Landlord shall --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 18 first ii) give written notice of such intention to Tenant, specifying the material terms on which Landlord proposes to lease the Refusal Space or portion thereof (the "Offered SpaceWarrant Notice")) to the Company setting forth the Investor's desire to sell such shares, which Warrant Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall offer set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Warrant Notice, the Company shall have an option to Tenant the opportunity to lease the Offered Space on the terms purchase any or all of such shares of Common Stock specified in Landlord's notice. Tenant shall have seven the Warrant Notice, such option to be exercisable by giving, within fifteen (715) business days after the date of Xxxxxx's receipt of such notice from Landlord in which to accept such offer by the Warrant Notice, a written counter-notice to Landlordthe Investor. Upon If the Company elects to purchase any or all such acceptance by Tenantshares of Common Stock, the Offered Space it shall be leased obligated to Tenant on the terms set forth in Landlord's notice and on the additional terms and provisions set forth herein (except to the extent inconsistent with the terms set forth in Landlord's said notice)purchase, and the parties Investor shall promptly execute an amendment be obligated to this Lease adding the Offered Space sell to the premises covered Company, such shares at the price and terms indicated in the Bona Fide Offer within forty-five (45) days from the date of receipt by this Lease and making any appropriate amendments the Company of the Warrant Notice. The Investor may sell, pursuant to provisions of this Lease to reflect different rent and other obligations applicable to the Offered Space under the terms of Landlord's said notice. If Xxxxxx does the Bona Fide Offer, any or all of such shares not accept Xxxxxxxx's offer within purchased or agreed to be purchased by the allotted time, Landlord shall thereafter have the right to lease the Offered Space to a third party, Company at any time within [...*...] during the sixty (60) days after Tenant's failure to accept Landlord's offer, at a minimum rental and on other terms and conditions not more favorable to the lessee than the minimum rental and other terms offered to Tenant in said Landlord's notice. If Xxxxxx does not accept Xxxxxxxx's offer and Landlord does not lease the Offered Space to a third party within [...*...] days, Xxxxxx's refusal right under this Section 7.1 shall reattach to that space. (b) For purposes of this Section 7.1, the areas constituting the "Refusal Space" and the priority of Xxxxxx's refusal rights with respect to such areas are as follows: (i) Until the later of December 31, 1997 or the date Landlord enters into an unconditional binding contract or contracts for the acquisition of the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights), the Refusal Space shall include any and all space in the new building to be constructed in the area marked as "Alternate Expansion" (Building C) on the Site Plan; after the later of the dates specified in this subparagraph, such Building C space shall no longer constitute part of the Refusal Space and Tenant shall have no further refusal rights with respect thereto. Notwithstanding any other provisions of this Section 7.1, Xxxxxx's refusal right with respect to the Building C portion of the Refusal Space is a second refusal right, junior in priority to existing rights in favor of Cor Therapeutics, Inc. (ii) Until the date Landlord enters into an unconditional binding contract or contracts for the acquisition of the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights), the Refusal Space shall include any and all space in the existing buildings designated as Buildings D, E, F and G on the Site Plan; after the date specified in this subparagraph, such Building D, E, F and G space shall no longer constitute part of the Refusal Space and Tenant shall have no further refusal rights with respect thereto. Notwithstanding any other provisions of this Section 7.1, Xxxxxx's refusal right with respect to the Building D, E, F and G --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 19 portion of the Refusal Space is junior in priority to all existing rights in favor of Cor Therapeutics, Inc. and/or in favor of any other existing tenants of the Center. (iii) If Landlord acquires the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights) and Tenant timely exercises its Phase IIA Expansion Option under Section 6.3(a) hereof for at least [...*...] square feet of space on the Adjacent Property, then after immediately following the expiration of the Phase IIB Option Period as defined in Section 6.3(b) hereoffifteen (15)-day period during which the Company may give the aforesaid counter-notice. If any or all such shares of Common Stock are not sold pursuant to a Bona Fide Offer within the time period permitted above, the Refusal Space unsold shares of Common Stock shall include any and all space not already occupied by Tenant in remain subject to the buildings existing from time to time on the Adjacent Property. Xxxxxx's refusal right with respect to buildings located from time to time on the Adjacent Property is a first refusal right and is not junior in priority to any other existing rights in favor of any other person or entity. (iv) For purposes terms of this Section 7.1(b), a contract for acquisition of the Adjacent Property or any portion thereof shall be deemed to be "unconditional" when all "due diligence" conditions have been waived and the contract remains subject only to conditions that are customarily satisfied only at the closing date, including (but not limited to) conditions relating to the seller's delivery of title and the title company's issuance of a title policy insuring Landlord's title as buyer subject only to the permitted exceptions defined in the purchase contractsubsection 8.3. 9.

Refusal Rights. (a) If Landlord intends Tenant performs all of the terms and conditions of this Lease, Tenant shall have during the term of this Lease initial Term a preferential right to lease all or the Refusal Space, more particularly described in ITEM 6(A) OF THE BASIC LEASE PROVISIONS, prior to the same being leased to any third party. Prior to leasing any portion of the Refusal Space (as hereinafter defined), and if Tenant is not then in material default (beyond any applicable cure periods) under this Lease (for which purpose, without limitation, any event of default under Section 18.1 hereof shall be considered "material")to a third party, Landlord shall --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 18 first give to Tenant a written notice bona fide offer for the lease of all or a portion of the Refusal Space that contains the basic lease terms upon which Landlord intends to lease such space ("PROSPECT OFFER"). Tenant shall be deemed to have waived its rights under this ARTICLE 1.02, unless Tenant accepts the Prospect Offer in writing within five (5) days following receipt of the Prospect Offer, and Tenant executes and delivers Landlord's then standard form amendment adding the Refusal Space to the Premises on the terms and conditions of the Prospect Offer within ten (10) days following receipt of such intention to Tenant, specifying the material terms on which Landlord proposes amendment. The rights set forth in this Paragraph shall not be a one-time right to lease the Refusal Space or portion thereof (the "Offered Space"), and shall offer recur with respect to any subsequent offer. Nonetheless, anything to the contrary in this Lease, Tenant acknowledges and agrees that its rights in connection with the opportunity Refusal Space to lease the Offered Space rights of any other Tenants under their respective leases in effect on the terms specified in Landlord's notice. Tenant shall have seven (7) business days after the effective date of Xxxxxx's receipt of such notice from Landlord this Lease. Unless the cost thereof is reflected in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenantthe Prospect Offer, the Offered all Refusal Space shall be leased delivered and accepted in an "AS-IS" condition, no lease inducements (such as rent abatement or refurbishment allowances) shall be provided with respect to Tenant on the Refusal Space, all of the terms set forth in and conditions of Landlord's notice and on the additional terms and provisions set forth herein (except then standard form lease shall apply to the extent inconsistent with the terms set forth in Landlord's said notice)Refusal Space, and the parties shall promptly execute an amendment to this Lease adding the Offered Space to the premises covered by this Lease and making any appropriate amendments to provisions term of this Lease to reflect different rent and other obligations applicable to the Offered Space under the terms of Landlord's said notice. If Xxxxxx does not accept Xxxxxxxx's offer within the allotted time, Landlord shall thereafter have the right to lease the Offered Space to a third party, at any time within [...*...] days after Tenant's failure to accept Landlord's offer, at a minimum rental and on other terms and conditions not more favorable to the lessee than the minimum rental and other terms offered to Tenant in said Landlord's notice. If Xxxxxx does not accept Xxxxxxxx's offer and Landlord does not lease the Offered Space to a third party within [...*...] days, Xxxxxx's refusal right under this Section 7.1 shall reattach to that space. (b) For purposes of this Section 7.1, the areas constituting the "Refusal Space" and the priority of Xxxxxx's refusal rights with respect to such areas are as follows: (i) Until the later of December 31, 1997 or the date Landlord enters into an unconditional binding contract or contracts for the acquisition of the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights), the Refusal Space shall include any and all space in be coterminous with the new building to be constructed in Term of this Lease (as the area marked as "Alternate Expansion" (Building C) on the Site Plan; after the later of the dates specified in this subparagraph, such Building C space shall no longer constitute part of the same may have been extended). The Refusal Space and Tenant shall have no further refusal rights with respect thereto. Notwithstanding any other provisions of this Section 7.1, Xxxxxx's refusal right with respect to the Building C constitute a portion of the Refusal Space is a second refusal right, junior in priority to existing rights in favor of Cor Therapeutics, Inc. (ii) Until the date Landlord enters into an unconditional binding contract or contracts Premises for the acquisition of the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights), all purposes. Rent for the Refusal Space shall include any and all space be the rental rate set forth in the existing buildings designated as Buildings DProspect Offer, E, F and G on unless the Site Plan; after term set forth in the date specified in this subparagraph, such Building D, E, F and G space shall no longer constitute part of Prospect Offer is not conterminous with the Refusal Space and Tenant shall have no further refusal rights with respect thereto. Notwithstanding any other provisions Term of this Section 7.1Lease, Xxxxxx's refusal right with respect to in which case the Building D, E, F and G --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 19 portion of the Refusal Space is junior in priority to all existing rights in favor of Cor Therapeutics, Inc. and/or in favor of any other existing tenants of the Center. (iii) If Landlord acquires the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights) and Tenant timely exercises its Phase IIA Expansion Option under Section 6.3(a) hereof Rent for at least [...*...] square feet of space on the Adjacent Property, then after the expiration of the Phase IIB Option Period as defined in Section 6.3(b) hereof, the Refusal Space shall include any and all space not already occupied by Tenant be the rental rate set forth in the buildings existing from time Prospect Offer modified to time on the Adjacent Property. Xxxxxx's refusal right with respect to buildings located from time to time on the Adjacent Property is a first refusal right and is not junior in priority to any other existing rights in favor of any other person or entity. (iv) For purposes of this Section 7.1(b), a contract for acquisition of the Adjacent Property or any portion thereof shall be deemed to be "unconditional" when all "due diligence" conditions have been waived and the contract remains subject only to conditions that are customarily satisfied only at the closing date, including (but not limited to) conditions relating to the seller's delivery of title and the title company's issuance of a title policy insuring reflect Landlord's title as buyer subject only to net effective rental rate of return over the permitted exceptions defined in the purchase contractdifferent term.

Refusal Rights. The rights of a Rights Holder under Section 3 hereof may be assigned by such Rights Holder only to: (ai) If Landlord intends during a transferee who acquires from such Rights Holder (or such Rights Holder’s permitted assigns) at least 500,000 Registrable Securities (such number of shares to be subject to adjustment as provided in Section 6.11) and who becomes a party to this Agreement as an “Investor” hereunder and who is a Major Preferred Stockholder; (ii) with respect to a particular offering of New Securities, a party who, both at the term time of this Lease the assignment of such rights under Section 3 hereof and at the time of the exercise of such assigned rights of refusal under Section 3 hereof, is an Affiliate of such Rights Holder or is an affiliated venture capital, private equity or other investment fund of such Rights Holder; (iii) a successor entity into which such Rights Holder is merged or consolidated in a bona fide statutory merger or consolidation in which such successor entity succeeds to lease all such Investor’s assets, properties and liabilities and obligations by operation of law; or (iv) a successor entity which acquires all or substantially all such Rights Holder’s assets and properties and assumes all such Rights Holder’s obligations under all agreements between such Rights Holder and the Company; provided, however that no party may be assigned any portion of the Refusal Space foregoing rights unless (as hereinafter defined), and if Tenant A) the Company is not then in material default (beyond any applicable cure periods) under this Lease (for which purpose, without limitation, any event of default under Section 18.1 hereof shall be considered "material"), Landlord shall --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 18 first give given written notice by the assigning party within a reasonable time after such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned, (B) such intention to Tenant, specifying transfer of the material terms on which Landlord proposes to lease securities of the Refusal Space or portion thereof (the "Offered Space"), and shall offer to Tenant the opportunity to lease the Offered Space on the terms specified Company is made in Landlord's notice. Tenant shall have seven (7) business days after the date of Xxxxxx's receipt of such notice from Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Space shall be leased to Tenant on the terms set forth in Landlord's notice and on the additional terms and provisions set forth herein (except to the extent inconsistent compliance with the terms set forth in Landlord's said notice)and conditions relating to restrictions and conditions of transfer applicable to such securities, and (C) such assignee executes and delivers to the parties shall promptly execute an amendment Company a counterpart signature page to this Lease adding the Offered Space Agreement in a form reasonably satisfactory to the premises covered Company agreeing to be bound by this Lease and making any appropriate amendments to provisions all of this Lease to reflect different rent and other obligations applicable to the Offered Space under the terms of Landlord's said notice. If Xxxxxx does not accept Xxxxxxxx's offer within the allotted time, Landlord shall thereafter have the right to lease the Offered Space to a third party, at any time within [...*...] days after Tenant's failure to accept Landlord's offer, at a minimum rental and on other terms and conditions not more favorable to the lessee than the minimum rental and other terms offered to Tenant in said Landlord's notice. If Xxxxxx does not accept Xxxxxxxx's offer and Landlord does not lease the Offered Space to a third party within [...*...] days, Xxxxxx's refusal right under this Section 7.1 shall reattach to that space. (b) For purposes of this Section 7.1, Agreement (including without limitation the areas constituting the "Refusal Space" and the priority of Xxxxxx's refusal rights with respect to such areas are as follows: (i) Until the later of December 31, 1997 or the date Landlord enters into an unconditional binding contract or contracts for the acquisition of the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights), the Refusal Space shall include any and all space in the new building to be constructed in the area marked as "Alternate Expansion" (Building C) on the Site Plan; after the later of the dates specified in this subparagraph, such Building C space shall no longer constitute part of the Refusal Space and Tenant shall have no further refusal rights with respect thereto. Notwithstanding any other provisions of this Section 7.1, Xxxxxx's refusal right with respect 4) as an “Investor” hereunder. Notwithstanding anything to the Building C portion contrary in this Agreement, no rights under Section 3 may be transferred or assigned to any party that the Board reasonably concludes is a competitor or potential competitor of the Refusal Space is a second refusal right, junior in priority Company (other than to existing rights in favor an Affiliate of Cor Therapeutics, Inc. (ii) Until the date Landlord enters into an unconditional binding contract or contracts for the acquisition of the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rightsInvestor), the Refusal Space shall include any and all space in the existing buildings designated as Buildings D, E, F and G on the Site Plan; after the date specified in this subparagraph, such Building D, E, F and G space shall no longer constitute part of the Refusal Space and Tenant shall have no further refusal rights with respect thereto. Notwithstanding any other provisions of this Section 7.1, Xxxxxx's refusal right with respect to the Building D, E, F and G --------------------------- *CONFIDENTIAL TREATMENT REQUESTED 19 portion of the Refusal Space is junior in priority to all existing rights in favor of Cor Therapeutics, Inc. and/or in favor of any other existing tenants of the Center. (iii) If Landlord acquires the Adjacent Property (as defined in Section 6.1 hereof in connection with Tenant's expansion rights) and Tenant timely exercises its Phase IIA Expansion Option under Section 6.3(a) hereof for at least [...*...] square feet of space on the Adjacent Property, then after the expiration of the Phase IIB Option Period as defined in Section 6.3(b) hereof, the Refusal Space shall include any and all space not already occupied by Tenant in the buildings existing from time to time on the Adjacent Property. Xxxxxx's refusal right with respect to buildings located from time to time on the Adjacent Property is a first refusal right and is not junior in priority to any other existing rights in favor of any other person or entity. (iv) For purposes of this Section 7.1(b), a contract for acquisition of the Adjacent Property or any portion thereof shall be deemed to be "unconditional" when all "due diligence" conditions have been waived and the contract remains subject only to conditions that are customarily satisfied only at the closing date, including (but not limited to) conditions relating to the seller's delivery of title and the title company's issuance of a title policy insuring Landlord's title as buyer subject only to the permitted exceptions defined in the purchase contract.