Common use of Right of First Offer — Contiguous Second Floor Space Clause in Contracts

Right of First Offer — Contiguous Second Floor Space. In addition to its ROFO Rights with respect to contiguous space on the fourth floor of the Building as set forth in Section 36 of the Lease (the “4th Floor ROFO Rights”), Lessee, provided it is not then in default after notice and the expiration of any applicable grace or cure periods, and further provided it shall not have defaulted beyond any applicable notice, grace and cure periods more than twice within any twelve (12) month period, is hereby entitled, fully subject and subordinate to any existing expansion rights held by other tenant’s in the Building, to receive advance written notice from LESSOR during the Term of this Lease (as it may be extended) that any contiguous space on the second (2nd) floor (only) of the Building (the “ROFO Space”) will be offered to third parties for leasing (the “ROFO Notice”). The Lessor’s ROFO Notice to Lessee shall set forth the Annual Base Rent and other economic terms at which such space will be so offered, which shall be at Market Rent (as defined below) and incorporating market concessions and market tenant improvement allowances) as determined by Lessor and stated in the ROFO Notice (subject to Lessee’s rights to appraisal and arbitration of Market Rent as set forth below). Lessee shall have the right within thirty (30) days from the delivery of Lessor’s ROFO Notice (the “ROFO Acceptance Period”), to elect to lease the ROFO Space by providing Lessor with a written notice accepting the ROFO Space (the “ROFO Acceptance”) delivered prior to the expiration of said thirty (30) day period. If Lessee shall not elect to lease the ROFO Space, i.e. if no ROFO Acceptance notice electing to do so is delivered to Lessor during that thirty (30) day period, then Lessor shall be free to market and lease the space offered by the ROFO Notice to any third party, in its sole discretion and without any continuing obligation to Lessee under this Section 8; provided however that if Lessor does not enter into a lease with a thirty party within three hundred sixty (360) days from the delivery of the ROFO Notice (the “Reoffer Period”), or is not then engaged in any pending lease negotiations with a third party as of the expiration of said Reoffer Period, then Lessor shall be required to re-offer the space to Lessee pursuant to this Section 8. Once delivered to Lessor, Lessee’s election to accept the ROFO Space shall be irrevocable, notwithstanding the determination of Market Rent as contemplated below. Time is of the essence in the exercise of Lessee’s rights as set forth above. If Lessee elects to exercise its rights to the ROFO Space (and/or for the 4th Floor ROFO Space), then the Term for such space will start as stated in the ROFO Notice, and shall be for a term coterminous with the Term (as it may have been extended) governing the Leased Premises but not less than three (3) years (including the Second Extension Term, if there is less than three years left in the First Extended Term and Lessee agrees to exercise its option for the Second Extension Period, unless a longer term is requested by Lessee and agreed to by Lessor. To the extent Lessee disagrees with the Lessor’s determination of Market Rent as set forth in the ROFO Notice, then within the ROFO Acceptance Period, Lessee may: (i) negotiate a Market Rent and other terms and conditions mutually agreeable to Lessor and Lessee, or failing to reach agreement with Lessor; (ii) elect to determine Market Rent by an appraisal and arbitration process as set forth in Section 9 of this First Amendment, communicated to the Lessor in the Lessee’s ROFO Acceptance (which, if not elected in said ROFO Acceptance, shall be deemed waived by Lessee). That process will be commenced by the selection of the contemplated appraiser by each party within fourteen (14) days of the delivery of the ROFO Acceptance notice, bypassing the requirement for good faith negotiations (which can occur but which are not required to occur). Additionally, the Extension Rent Floor concept shall not be applicable to the ROFO Space (except during the determinations of Annual Base Rent for the Second Extension Period), but instead Annual Base Rent for such ROFO Space during and up to the First Extension Termination Date shall not be less than Annual Base Rent per rentable square foot for the highest rent for other Leased Premises space under this Lease during such time.

Right of First Offer — Contiguous Second Floor Space. In addition to its ROFO Rights with respect to contiguous space on the fourth floor of the Building as set forth in Section 36 of the Lease (the “4th Floor ROFO Rights”), LesseeLESSEE, provided it is not then in default after notice and the expiration of any applicable grace or cure periodsperiod, and further provided it shall not have defaulted beyond any applicable notice, grace notice and cure periods period more than twice within any twelve (12) month periodduring the Lease Term, is hereby entitled, fully subject and subordinate to any existing expansion rights held by other tenant’s in the Building, entitled to receive advance written notice from LESSOR during the Term of this Lease (as it may be extended) that any certain contiguous space on the second (2nd) floor (only) of the Building (the “ROFO Space”) will be offered to third parties for leasing (the “ROFO Notice”). The Lessor’s , which ROFO Notice to Lessee shall set forth the Annual Base Rent and other economic terms at which such space will be so offered. The contiguous space as to which LESSEE is entitled to a ROFO Notice is as follows: (a) approximately 4,900 rentable square feet currently occupied by “Transmolecular” on the second floor of the Building (the “Transmolecular Space”), which as shown on Exhibit A hereto; and, (b) approximately 10,300 rentable square feet currently occupied on the second floor of the Building by Aileron (the “Aileron Space”), as shown on Exhibit A hereto. LESSEE shall be at Market Rent entitled to receive a ROFO Notice and to exercise its ROFO Rights (as defined below) and incorporating market concessions and market tenant improvement allowancesas follows: (i) as determined by Lessor and stated in to the Transmolecular Space, LESSEE shall be entitled to receive a ROFO Notice (subject after December 1, 2009 and to Lessee’s rights to appraisal and arbitration of Market Rent exercise its ROFO Rights as set forth below, which exercise by LESSEE shall supersede: (x) any and all other rights given to any other tenant in the Building; and, (y) LESSOR’s right to lease the Transmolecular Space to any third parties; and, (ii) as to the Aileron Space, LESSEE shall be entitled to receive a ROFO Notice after December 1, 2009 and to exercise its ROFO Rights as set forth below, which exercise by LESSEE shall be pre-empted and superseded only by: (x) the exercise of any rights that may be given to Aileron (or its affiliates or subsidiaries), including rights to renew or extend its lease; or, (y) the exercise of any rights to such Space that may be given to the tenants in the Building who may then occupy equal or larger Premises; or, (z) LESSOR’s right to lease the Aileron Space to any third parties in conjunction with any other space in the Building. Lessee LESSOR shall be free to execute any lease for the Transmolecular Space and/or the Aileron Space with any third party prior to December 1, 2009. LESSEE shall have the right right, within thirty (30) days from the delivery of LessorLESSOR’s ROFO Notice (the “ROFO Acceptance Period”)Notice, to elect to lease the ROFO Transmolecular Space by providing Lessor or the Aileron Space, as applicable, at the Rent and other economic terms specified in LESSOR’s notice and otherwise on the terms of this Lease for a lease term coterminous with the Term governing the Premises, or to negotiate with LESSOR and to execute a written notice accepting the ROFO Space binding letter of intent to lease said space at a Rent and on other terms and conditions mutually agreeable to LESSOR and LESSEE (the LESSEE’s “ROFO AcceptanceRights”) delivered prior to the expiration of said thirty (30) day period). If Lessee LESSEE shall not elect to lease the ROFO Space, i.e. such space or if no ROFO Acceptance notice electing to do so binding letter of intent with alternate Rent and terms is delivered to Lessor executed by LESSOR and LESSEE during that thirty (30) day period, then Lessor LESSOR shall be free to market and lease the space offered by the ROFO Notice to any third party, in its sole discretion and without any continuing obligation to Lessee LESSEE under this Section 8; provided however that if Lessor does not enter into a 35 except as set forth below. If LESSEE shall fail to elect to lease with a thirty party within three hundred sixty (360) days from the delivery of any space offered by the ROFO Notice (as aforesaid, then notwithstanding anything to the “Reoffer Period”), or is not then engaged contrary contained in the preceding paragraph LESSOR may thereafter lease such space to any pending lease negotiations with a third party as at a Rent of not less than 90% of the expiration Rent proposed to LESSEE in the applicable ROFO Notice; but if the proposed lease to any third party is less than 90% of said Reoffer Periodthe Rent proposed in the applicable ROFO Notice, then Lessor LESSOR shall be required to re-offer the space to Lessee LESSEE pursuant to this Section 8section. Once delivered to LessorNotwithstanding the foregoing, Lessee’s election to accept the ROFO Space this Right of First Offer shall be irrevocablesubject to the existing rights of UCB Research, notwithstanding Inc. to lease the determination of Market Rent as contemplated belowsecond (2nd) floor space contiguous to the Leased Premises. Time is of the essence in the exercise of LesseeLESSEE’s rights ROFO Rights as set forth above. If Lessee elects to exercise its rights to the ROFO Space (and/or for the 4th Floor ROFO Space), then the Term for such space will start as stated in the ROFO Notice, and shall be for a term coterminous with the Term (as it may have been extended) governing the Leased Premises but not less than three (3) years (including the Second Extension Term, if there is less than three years left in the First Extended Term and Lessee agrees to exercise its option for the Second Extension Period, unless a longer term is requested by Lessee and agreed to by Lessor. To the extent Lessee disagrees with the Lessor’s determination of Market Rent as set forth in the ROFO Notice, then within the ROFO Acceptance Period, Lessee may: (i) negotiate a Market Rent and other terms and conditions mutually agreeable to Lessor and Lessee, or failing to reach agreement with Lessor; (ii) elect to determine Market Rent by an appraisal and arbitration process as set forth in Section 9 of this First Amendment, communicated to the Lessor in the Lessee’s ROFO Acceptance (which, if not elected in said ROFO Acceptance, shall be deemed waived by Lessee). That process will be commenced by the selection of the contemplated appraiser by each party within fourteen (14) days of the delivery of the ROFO Acceptance notice, bypassing the requirement for good faith negotiations (which can occur but which are not required to occur). Additionally, the Extension Rent Floor concept shall not be applicable to the ROFO Space (except during the determinations of Annual Base Rent for the Second Extension Period), but instead Annual Base Rent for such ROFO Space during and up to the First Extension Termination Date shall not be less than Annual Base Rent per rentable square foot for the highest rent for other Leased Premises space under this Lease during such time.

Right of First Offer — Contiguous Second Floor Space. In addition to its ROFO Rights with respect to contiguous space on the fourth floor of the Building as set forth in Section 36 of the Lease (the “4th Floor ROFO Rights”), Lessee, provided it is not then in default after notice and the expiration of any applicable grace or cure periods, and further provided it shall not have defaulted beyond any applicable notice, grace and cure periods more than twice within any twelve (12) month period, is hereby entitled, fully subject and subordinate to any existing expansion rights held by other tenant’s in the Building, to receive advance written notice from LESSOR during the Term of this Lease (as it may be extended) that any contiguous space on the second (2nd2nd ) floor (only) of the Building (the “ROFO Space”) will be offered to third parties for leasing (the “ROFO Notice”). The Lessor’s ROFO Notice to Lessee shall set forth the Annual Base Rent and other economic terms at which such space will be so offered, which shall be at Market Rent (as defined below) and incorporating market concessions and market tenant improvement allowances) as determined by Lessor and stated in the ROFO Notice (subject to Lessee’s rights to appraisal and arbitration of Market Rent as set forth below). Lessee shall have the right within thirty (30) days from the delivery of Lessor’s ROFO Notice (the “ROFO Acceptance Period”), to elect to lease the ROFO Space by providing Lessor with a written notice accepting the ROFO Space (the “ROFO Acceptance”) delivered prior to the expiration of said thirty (30) day period. If Lessee shall not elect to lease the ROFO Space, i.e. if no ROFO Acceptance notice electing to do so is delivered to Lessor during that thirty (30) day period, then Lessor shall be free to market and lease the space offered by the ROFO Notice to any third party, in its sole discretion and without any continuing obligation to Lessee under this Section 8; provided however that if Lessor does not enter into a lease with a thirty party within three hundred sixty (360) days from the delivery of the ROFO Notice (the “Reoffer Period”), or is not then engaged in any pending lease negotiations with a third party as of the expiration of said Reoffer Period, then Lessor shall be required to re-offer the space to Lessee pursuant to this Section 8. Once delivered to Lessor, Lessee’s election to accept the ROFO Space shall be irrevocable, notwithstanding the determination of Market Rent as contemplated below. Time is of the essence in the exercise of Lessee’s rights as set forth above. If Lessee elects to exercise its rights to the ROFO Space (and/or for the 4th Floor ROFO Space), then the Term for such space will start as stated in the ROFO Notice, and shall be for a term coterminous with the Term (as it may have been extended) governing the Leased Premises but not less than three (3) years (including the Second Extension Term, if there is less than three years left in the First Extended Term and Lessee agrees to exercise its option for the Second Extension Period, unless a longer term is requested by Lessee and agreed to by Lessor. To the extent Lessee disagrees with the Lessor’s determination of Market Rent as set forth in the ROFO Notice, then within the ROFO Acceptance Period, Lessee may: (i) negotiate a Market Rent and other terms and conditions mutually agreeable to Lessor and Lessee, or failing to reach agreement with Lessor; (ii) elect to determine Market Rent by an appraisal and arbitration process as set forth in Section 9 of this First Amendment, communicated to the Lessor in the Lessee’s ROFO Acceptance (which, if not elected in said ROFO Acceptance, shall be deemed waived by Lessee). That process will be commenced by the selection of the contemplated appraiser by each party within fourteen (14) days of the delivery of the ROFO Acceptance notice, bypassing the requirement for good faith negotiations (which can occur but which are not required to occur). Additionally, the Extension Rent Floor concept shall not be applicable to the ROFO Space (except during the determinations of Annual Base Rent for the Second Extension Period), but instead Annual Base Rent for such ROFO Space during and up to the First Extension Termination Date shall not be less than Annual Base Rent per rentable square foot for the highest rent for other Leased Premises space under this Lease during such time.