Common use of Right of First Offer Space Clause in Contracts

Right of First Offer Space. During the initial Term, but not during any Extension Term, if any space becomes available on the second floor of the Building (the "First Offer Space"), Landlord shall notify Tenant in writing and shall first offer the First Offer Space to Tenant at the rent described below, subject to the terms set forth herein. Tenant's right to lease the First Offer Space shall be subordinate to extension rights to lease such space currently held by the following existing tenants of the Building: AT&T Wireless, WFI, Wireless U.S.A., WorldCom/MCI, and Ensemble Communications. Additionally the parties acknowledge that Landlord is negotiating with an existing tenant of the Building, Computer Sciences Corporation ("CSC"), to lease approximately 851 rentable square feet on the second floor of the Building in the area shown on Exhibit "F" ("Potential CSC Space"). Accordingly, the parties agree that the Potential CSC Space is currently not available as First Offer Space under this Article 33, and if the Potential CSC Space is leased to CSC, Tenant's right to lease the First Offer Space hereunder will also be subordinate to any extension rights of CSC. If Tenant, within three (3) business days after receipt of Landlord's notice, indicates in writing its agreement to lease all (but not a part) of the First Offer Space indicated in Landlord's notice, and Tenant is not in default under the Lease, the First Offer Space shall be included within the Premises and leased to Tenant pursuant to the provisions of this Lease. If Tenant does not indicate within three (3) business days its agreement to lease the First Offer Space, Landlord shall thereafter have the right to lease the First Offer Space or part of it to a third party upon such terms as Landlord, in its sole discretion, shall deem appropriate and Tenant's right of first offer hereunder shall terminate; provided, however, should all or a portion of the First Offer Space become available again during the initial Term, Landlord shall first offer the First Offer Space to Tenant subject to and in accordance with this Article. Tenant acknowledges that this Article permits Landlord to hold open and offer for rent the First Offer Space to a third party, subject to the limitations of this Article, and that this Article does not grant to Tenant an option. If Tenant elects in writing to exercise its right to lease the First Offer Space, this Lease shall become applicable to the First Offer Space upon the date Landlord delivers possession of the First Offer Space to Tenant. The date on which the First Offer Space becomes part of the Premises under the terms of this Article shall be referred to herein as the "First Offer Space Commencement Date." The rent and additional charges for the First Offer Space shall commence to accrue on the First Offer Space Commencement Date and shall be the fair market rent and additional charges determined as of the estimated First Offer Space Commencement Date then being obtained by Landlord for comparable space in the Project; provided, however, that in no event shall the rent for the First Offer Space be less than the then current Rent applicable with respect to the Premises. The additional rentable square feet within the First Offer Space shall be added to the Premises in determining Tenant's Building Share and Tenant's Project Share. Following the First Offer Space Commencement Date, the requirements and conditions of this Lease, including the Expiration Date, shall apply to the First Offer Space. Any termination of this Lease terminates all rights under this Article 33. Tenant's rights under this Article 33 are personal to the original Tenant and may be exercised only by the original Tenant or a Permitted Transferee while occupying all of the Premises. Any assignment or subletting by Tenant of this Lease or of all or a portion of the Premises (even if such assignment or subletting does not require the consent of Landlord or is approved by Landlord) terminates Tenant's rights under this Article 33, unless Landlord consents to the contrary in writing at the time of such subletting or assignment, or unless such assignment or subletting is to a Permitted Transferee.

Right of First Offer Space. During the initial Term, but not during any Extension Term, if any space becomes available on Landlord proposes to -------------------------- lease to a third party the second floor of additional approximately 20,000 rentable square feet adjacent to the Expansion Premises in Building 3 (the "First Offer Space")) in the area shown as the "First Offer Space" on Exhibit D, Landlord will first offer the First Offer Space to the then existing tenant of the First Offer Space, and if there is no such existing tenant or if such existing tenant does not agree to lease the First Offer Space, Landlord shall notify Tenant in writing and shall first offer the First Offer Space to Tenant at the rent described Prevailing Market Rent (defined below, subject to the terms set forth herein. Tenant's right to lease the First Offer Space shall be subordinate to extension rights to lease such space currently held by the following existing tenants of the Building: AT&T Wireless, WFI, Wireless U.S.A., WorldCom/MCI, and Ensemble Communications. Additionally the parties acknowledge that Landlord is negotiating with an existing tenant of the Building, Computer Sciences Corporation ("CSC"), to lease approximately 851 rentable square feet on the second floor of the Building in the area shown on Exhibit "F" ("Potential CSC Space"). Accordingly, the parties agree that the Potential CSC Space is currently not available as First Offer Space under this Article 33, and if the Potential CSC Space is leased to CSC, Tenant's right to lease the First Offer Space hereunder will also be subordinate to any extension rights of CSC. If Tenant, within three five (35) business days after receipt of Landlord's notice, indicates in writing its agreement to lease all (but not a part) of the First Offer Space indicated in Landlord's noticeSpace, and Tenant is not in default under the Lease, the First Offer Space shall be included within the Premises and leased to Tenant pursuant to the provisions of this Lease. If Tenant does not indicate within three five (35) business days its agreement to lease all of the First Offer Space, Landlord shall thereafter have the right to lease the First Offer Space or part of it to a third party upon such terms as Landlord, in its sole discretion, shall deem appropriate and Tenant's right of first offer hereunder shall terminate; provided, however, should all or a portion terminate and be of the First Offer Space become available again during the initial Term, Landlord shall first offer the First Offer Space to Tenant subject to no further force and in accordance with this Articleeffect. Tenant acknowledges that this Article Section permits Landlord to hold open and offer for rent the First Offer Space to a third party, subject to the limitations of this ArticleSection, and that this Article Section does not grant to Tenant an option. The provisions of this Section shall be operative each time Landlord determines to lease the First Offer Space to a third party during the Term. If Tenant elects in writing to exercise its right to lease the First Offer Space, this Lease shall become applicable to the First Offer Space upon the date that Landlord delivers possession of has delivered to Tenant the First Offer Space in broom clean condition, provided that Landlord will allow Tenant access to Tenantthe First Offer Space for thirty (30) days prior to such date in order to install fixtures, furnishings and equipment subject to the terms herein. The date on which the First Offer Space becomes part of the Premises under the terms of this Article Section shall be referred to herein as the "First Offer Space Commencement Date." The rent Rent and additional charges Additional Charges for the First Offer Space shall commence to accrue on the First Offer Space Commencement Date and shall be the fair market rent and additional charges determined as of the estimated First Offer Space Commencement Date then being obtained by Landlord for comparable space in the Project; provided, however, that Project or other landlords for comparable space in no event shall the rent for Sorrento Mesa submarket ("Prevailing Market Rent"). Landlord and Tenant covenant to negotiate with each other in good faith and diligently to agree upon the First Offer Space be less than the then current Rent applicable with respect to the PremisesPrevailing Market Rent. The additional rentable square feet within the First Offer Space shall be added to the Premises in determining Tenant's Building Share and Tenant's Project Share. Following the First Offer Space Commencement Date, the requirements and conditions of this Lease, including the Expiration DateDate (as defined below), shall apply to the First Offer Space. Any termination of this Lease terminates all rights under this Article 33. Tenant's rights under this Article 33 are personal to the original Tenant and may be exercised only by the original Tenant or a Permitted Transferee while occupying all of the Premises. Any assignment or subletting by Tenant of this Lease or of all or a portion of the Premises (even if such assignment or subletting does not require the consent of Landlord or is approved by Landlord) terminates Tenant's rights under this Article 33, unless Landlord consents to the contrary in writing at the time of such subletting or assignment, or unless such assignment or subletting is to a Permitted Transferee.

Right of First Offer Space. During (a) If Landlord shall receive an offer which it is willing to accept to lease space adjacent to the initial TermPremises consisting of 30,000 rentable square feet or less, but not during any Extension Term, if any space becomes available on the second floor Tenant shall have a one time right of the Building first offer (the "“Right of First Offer”) to lease such space (the “First Offer Space"”), subject to the rights of other tenants in the Building and subject to the right of Landlord shall notify Tenant in writing to extend or renew any then current lease, whether or not such tenant has renewal or extension rights under its lease, for the First Offer Space. If (i) Landlord decides to lease the First Offer Space, (ii) such First Offer Space is available for leasing, (iii) no other party has a prior right thereto, and shall first (iv) Landlord has not extended or renewed any then current lease thereof, then Landlord agrees to offer the First Offer Space to Tenant at (the rent described below, subject to the terms set forth herein“Offer”) first before accepting an offer from any other person. Tenant's right to lease The Basic Rent for the First Offer Space shall be subordinate to extension rights to lease such space currently held by Fair Market Rent (the following existing tenants of the Building: AT&T Wireless, WFI, Wireless U.S.A., WorldCom/MCI, and Ensemble Communications. Additionally the parties acknowledge that Landlord is negotiating with an existing tenant of the Building, Computer Sciences Corporation ("CSC"), to lease approximately 851 rentable square feet on the second floor of the Building in the area shown on Exhibit "F" ("Potential CSC Space"). Accordingly, the parties agree that the Potential CSC Space is currently not available as “First Offer Space under this Article 33, and if Rent”) (which Fair Market Rent shall be determined by taking into account the Potential CSC Space is leased to CSC, Tenant's right to lease lack of Landlord contribution for Tenant fit out of the First Offer Space hereunder will also be subordinate to any extension rights of CSC. If TenantSpace), within three (3) business days after receipt of Landlord's notice, indicates in writing its agreement to but the lease all (but not a part) of the First Offer Space indicated shall otherwise be on the same terms and conditions as contained in Landlord's noticethis Lease (other than the condition which shall be “as is” without any contribution by Landlord for fit up of the First Offer Space), and Tenant is not in default under the Lease, except that Tenant’s Proportionate Share shall be adjusted proportionately to reflect the First Offer Space shall be included within and except that the Premises and leased to Tenant pursuant Term with respect to the provisions of this Lease. If Tenant does not indicate within three (3) business days its agreement to lease Premises, including without limitation, the First Offer Space, Landlord shall thereafter have the right to lease the First Offer Space or part may be extended by virtue of it to a third party upon such terms as Landlord, in its sole discretion, shall deem appropriate and Tenant's right of first offer hereunder shall terminate; provided, however, should all or a portion any acceptance of the First Offer Space become available again during the initial Term, Landlord shall first offer the First Offer Space to Tenant subject to and in accordance with this Article. Tenant acknowledges that this Article permits Landlord to hold open and offer for rent the First Offer Space to a third party, subject to the limitations of this Article, and that this Article does not grant to Tenant an option. If Tenant elects in writing to exercise its right to lease the First Offer Space, this Lease shall become applicable to the First Offer Space upon the date Landlord delivers possession of the First Offer Space to Tenant. The date on which the First Offer Space becomes part of the Premises under the terms of this Article shall be referred to herein as the "First Offer Space Commencement Dateset forth below." The rent and additional charges for the First Offer Space shall commence to accrue on the First Offer Space Commencement Date and shall be the fair market rent and additional charges determined as of the estimated First Offer Space Commencement Date then being obtained by Landlord for comparable space in the Project; provided, however, that in no event shall the rent for the First Offer Space be less than the then current Rent applicable with respect to the Premises. The additional rentable square feet within the First Offer Space shall be added to the Premises in determining Tenant's Building Share and Tenant's Project Share. Following the First Offer Space Commencement Date, the requirements and conditions of this Lease, including the Expiration Date, shall apply to the First Offer Space. Any termination of this Lease terminates all rights under this Article 33. Tenant's rights under this Article 33 are personal to the original Tenant and may be exercised only by the original Tenant or a Permitted Transferee while occupying all of the Premises. Any assignment or subletting by Tenant of this Lease or of all or a portion of the Premises (even if such assignment or subletting does not require the consent of Landlord or is approved by Landlord) terminates Tenant's rights under this Article 33, unless Landlord consents to the contrary in writing at the time of such subletting or assignment, or unless such assignment or subletting is to a Permitted Transferee.

Right of First Offer Space. During the initial Term, but not during any -------------------------- Extension Term, if any space becomes available on the ground floor of the Building or directly above the Premises on the second floor of the Building as depicted on Exhibit "E" attached hereto (the "First Offer Space")) becomes vacant and available, Landlord may first offer such First Offer Space to any other tenants currently in the Building as of the Commencement Date, and if there are no such tenants or if such tenants do not agree to lease the First Offer Space, Landlord shall notify Tenant in writing and shall first offer the First Offer Space to Tenant at the rent described below, subject to the terms set forth herein. Tenant's right to lease the First Offer Space shall be an ongoing right and shall be subordinate to any existing rights, including without limitation, any extension rights rights, to lease such space currently held by the following existing tenants of the Building: AT&T Wireless, WFI, Wireless U.S.A., WorldCom/MCI, and Ensemble Communications. Additionally the parties acknowledge that Landlord is negotiating with an existing tenant of the Building, Computer Sciences Corporation ("CSC"), to lease approximately 851 rentable square feet on the second floor of the Building in the area shown on Exhibit "F" ("Potential CSC Space"). Accordingly, the parties agree that the Potential CSC Space is currently not available as First Offer Space under this Article 33, and if the Potential CSC Space is leased to CSC, Tenant's right to lease the First Offer Space hereunder will also be subordinate to any extension rights of CSCProject. If Tenant, within three five (35) business days Business Days after receipt of Landlord's notice, indicates in writing its agreement to lease all (but not a part) of the First Offer Space indicated specified in Landlord's notice, and Tenant is not in default under the Lease, the such First Offer Space shall be included within the Premises and leased to Tenant pursuant to the provisions of this Lease. If Tenant does not indicate within three five (35) business days Business Days its agreement to lease the such First Offer Space, Landlord shall thereafter have the right to lease the such First Offer Space or part of it to a third party upon such terms as Landlord, in its sole discretion, shall deem appropriate and Tenant's right of first offer hereunder shall terminate; provided, however, should all or a portion of the as to such First Offer Space (but not any other First Offer Space that may become available again during the initial Term, Landlord ) shall first offer the First Offer Space to Tenant subject to terminate and in accordance with this Articlebe of no further force or effect. Tenant acknowledges that this Article permits Landlord to hold open and offer for rent the First Offer Space to a third party, subject to the limitations of this Article, and that this Article does not grant to Tenant an option. If Tenant elects in writing to exercise its right to lease the any First Offer Space, this Lease shall become applicable to the such First Offer Space upon the date Landlord delivers possession of the First Offer Space to Tenant. The date on which the First Offer Space becomes part of the Premises under the terms of this Article shall be referred to herein as the "First Offer Space Commencement Date." The rent and additional charges for the First Offer Space shall commence to accrue on the First Offer Space Commencement Date and shall be the fair market rent and additional charges determined as of the estimated First Offer Space Commencement Date then being obtained by Landlord for comparable space in the Project; provided, however, that in no event shall the rent for the First Offer Space be less than the then current Rent applicable with respect to the Premises. The additional rentable square feet within the First Offer Space shall be added to the Premises in determining Tenant's Building Share and Tenant's Project Share. Following the First Offer Space Commencement Date, the requirements and conditions of this Lease, including the Expiration Date, shall apply to the First Offer Space. Any termination of this Lease terminates all rights under this Article 33Article. Tenant's rights under this Article 33 are personal to the original Tenant and may be exercised only by the original Tenant or a Permitted Transferee while occupying all of the Premises. Any assignment or subletting by Tenant of this Lease or of all or a portion of the Premises (even if such assignment or subletting does not require the consent of Landlord or is approved by Landlord) terminates Tenant's rights under this Article 33Article, unless Landlord consents to the contrary in writing at the time of such subletting or assignment, or unless such assignment or subletting is to a Permitted Transferee.