Common use of Right of First Offer to Lease Clause in Contracts

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offer.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise TenantXxxxxx's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offer.

Right of First Offer to Lease. Upon If at any time during the expiration of Term, Landlord determines to lease to an unaffiliated, third-party tenant any space (other than the Lease Term Premises) located in the Project (the “Expansion Space”), then Landlord shall so notify Tenant in writing (the “ROFO Notice”) and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right fifteen (15) business days after receipt of first offer ("Landlord’s ROFO Notice to notify Landlord of Tenant's Right of First Offer to Lease") ’s intention to lease the Property upon the same such Expansion Space. The terms and conditions as Landlord, at its election, intends to offer to of any such lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior this Lease, including, without limitation, the then remaining term, except that the Rental Component of the Occupancy Cost per rentable square foot of Expansion Premises shall be the then Fair Market Rent of the Expansion Premises, as determined by Landlord, which rental value shall be included in Landlord’s ROFO Notice to Tenant's acceptance . If Tenant timely provides Landlord shall retain the right to elect not with written notice of Tenant’s election to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the PropertyExpansion Space within said fifteen (15)-business day period, then Landlord the parties shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in consummate the lease that Tenant rejected, then Landlord shall again offer Tenant of such space by the right preparation and execution of an amendment to acquire the Property upon the same terms and conditions, provided that Tenant shall have only this Lease within fifteen (15) days after Landlord’s receipt of Tenant’s notice. If Tenant does not indicate in writing its agreement to accept such offerlease the Expansion Space within said fifteen (15)-business day period, then Landlord thereafter shall have the right to lease the Expansion Space to a third party.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Provided Tenant has exercised each Extended Term and no Event of Default is not then exists in default (beyond any applicable notice and cure period) under this Lease, and has theretofore fully and faithfully performed each and every obligation of the Tenant under the Lease, at the time any of the designated space on the second floor of the Building, as approximately shown on the plan attached hereto as EXHIBIT A-1 (the “Additional Space”), becomes free of any rights granted by Landlord to any other tenant, and further provided Landlord desires to make the same available for lease, then Landlord shall have a right offer to lease such portion of first offer the Additional Space ("Tenant's Right of First Offer to Lease"the “Offered Space”) to lease the Property Tenant upon the same terms and conditions as Landlord, at its election, intends to set forth below: A. Landlord shall offer to lease the Property Offered Space by written notice to Tenant that the same is available for lease (the “Offered Space Notice”). B. The Offered Space Notice shall contain the time (the “Effective Date”) at which the Offered Space will be delivered to Tenant and will be added to the Leased Premises; the base rental rate which the Tenant shall pay for the Offered Space; and the amount of tenant improvement allowance, if applicable, that Landlord is willing to provide for the Offered Space. C. In the event Tenant has not delivered its unconditional acceptance of Landlord’s offer to lease the Offered Space under the terms set forth herein and in the Offered Space Notice within three (3) business days following Landlord’s delivery of the Offered Space Notice, time being of the essence with respect thereto, then such offer shall be null and void and Tenant shall have no further rights with respect to the Offered Space, and Landlord shall thereafter have the right to lease the Offered Space to any third party on any terms and conditions. D. In the event the Tenant accepts Landlord’s offer to lease the Offered Space, the Offered Space shall be included in the Leased Premises from and after the Effective Date, the rental for the Leased Premises shall be increased by the rental rate (offered at the prevailing market rate for the Building, as solely determined by Landlord) included in the Offered Space Notice, and Tenant’s Proportionate Share of Operating Costs shall thereafter be determined based on the square footage of the Leased Premises with the Offered Space included. E. Unless otherwise expressly provided in the Offered Space Notice, the Offered Space shall be delivered to Tenant in an “as is” condition, regardless of whether the Offered Space has been previously occupied by a third party. tenant, without any obligation on the part of Landlord to improve the Offered Space, except to the extent that Landlord needs to perform work to ensure that the Offered Space is separately demised and that the utilities and services required to be provided pursuant to the terms of this Lease are available to the Offered Space. F. Except as otherwise provided in subparagraphs H and I below, Tenant’s occupancy of the Offered Space shall expire at the same time as provided with respect to the Leased Premises originally leased hereunder (including Tenant’s right to extend as provided in Paragraph 27). G. In the event the Tenant accepts Landlord’s offer to lease the Offered Space, Landlord and Tenant shall execute an amendment to this Lease setting forth the Effective Date, the exact square footage of and location of the Offered Space, the increase in the Base Rent, and such other modifications to the terms of this Lease as are required by Landlord. H. Notwithstanding anything to the contrary contained in this Paragraph 26, in the event Tenant exercises its option to lease the Offered Space during the last three (3) years of the original Term of this Lease or any Extended Term, Landlord’s obligation to lease the Offered Space to Tenant shall be entitled conditioned upon Tenant agreeing to exercise Tenant's Right add an additional period of First Offer time to Lease only if at the time end of the giving of such notice and at original Lease Term or Extended Term, as the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects case may be, in order to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and provide not less than three (3) months years of Lease term for the entire Leased Premises (including the Offered Space) upon such terms and conditions (including, but not limited to, Base Rent) as are then acceptable to Landlord. I. Notwithstanding anything to the contrary contained in this Paragraph 26, in the event that Tenant exercises its option to lease Offered Space, Tenant’s option to terminate this Lease pursuant to Paragraph 25 above shall not be applicable to the Offered Space, it being understood and agreed that if Tenant exercises its option to lease the Offered Space and subsequently exercises its option to terminate this Lease pursuant to Paragraph 25, from and after the Termination Date, this Lease shall remain in full force and effect with respect to the Offered Space. Additionally, in the event that Tenant has exercised its option to terminate this Lease pursuant to Paragraph 25 above prior to the expiration exercise of its option to lease Offered Space, Tenant’s option and right to lease Offered Space under this Paragraph 26 shall automatically cease and terminate and be of no further force and effect. This right of first offer to lease is personal to Tenant and is not transferable by any permitted assignment or subletting (other than to a Permitted Transferee). In the event of an assignment or subletting of Tenant’s interest under the Lease Term(other than to a Permitted Transferee), Landlord shall, if applicable, give Tenant written notice the right of its intent first offer to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord contained herein shall be free to lease the Property to a third party. Howevernull and void, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerof no further effect.

Right of First Offer to Lease. Upon During the expiration Term hereof Landlord shall not lease any part of any of the Lease Term and provided space contiguous with the Premises as shown on the attached Exhibit A-2 (the "First Offer Space") that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure periodis or becomes available, Tenant shall have a right of without first offer offering the same for lease to City (the "Tenant's Right of First Offer to LeaseOffer") to lease ), on the Property upon the same terms and conditions as Landlordset forth below. For purposes hereof, at its election, intends to offer to lease the Property to a third party. Tenant space shall be entitled deemed "available" if it is not under lease to exercise Tenant's Right any third-party tenant, including any tenant whose term has expired and which has no option to renew in its original lease. At any time during the Term that any of the First Offer to Lease only if at Space is or becomes available and provided City is not then in default under this Lease, Landlord shall notify City in writing (the time "First Offer Notice") of the giving of such notice annual Rent, improvement work and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the other terms and conditions upon which Landlord intends is willing to lease the PropertyFirst Offer Space, or portion thereof, described in the First Offer Notice. Tenant shall thereafter have a period of If City, within thirty (30) days to elect by unequivocal written notice to Landlord after receipt of the First Offer Notice, indicates in writing its agreement to lease the Property First Offer Space or portion thereof described in the First Offer Notice, then such space shall be included in the Premises and leased to City on the same terms and conditions as described in the First Offer Notice and otherwise on the terms and conditions contained in this Lease. The Base Rent payable under this lease shall be increased by the amount of rent payable in connection with the First Offer Space or portion thereof described in the First Offer Notice. Upon commencement of the lease of such space, the parties hereto shall promptly execute an amendment to this Lease stating the terms and conditions of the addition of the First Offer Space or portion thereof to the Premises. Notwithstanding the foregoing, City’s exercise of its Right of First Offer with respect to any First Offer Space shall be subject to approval thereof by the Board of Supervisors and the Mayor, in their respective sole discretion, within sixty (60) days after such exercise. If City does not indicate within thirty (30) days after receipt of the First Offer Notice its agreement to lease the First Offer Space or portion thereof described in such notice, Landlord intends thereafter shall have the right to offer lease the First Offer Space or portion thereof described in such notice to any third party at the rent and on the other terms stated in such notice or at a rent greater than and on other terms more favorable to Landlord than stated in such notice. If Landlord leases the First Offer Space or portion thereof to a third party; provided prior party and such space subsequently becomes available during the Term, the provisions of this Section shall apply to Tenant's acceptance any determination by Landlord to release such space. Landlord shall retain the not grant a right of first refusal to elect not any party on any space with respect to lease the Property by giving Tenant written notice thereof. If Tenant elects not which City is entitled to lease the Property, then Landlord shall be free to lease the Property to receive a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerFirst Offer Notice pursuant hereto.

Right of First Offer to Lease. Upon Prior to Lessor accepting any offer to lease any Mission West buildings in the expiration Silver Creek area of San Xxxx, or prior to Lessor making any offer to lease any Mission West building in the Lease Term Silver Creek area of San Xxxx, Lessor shall give Lessee written notice of such offer and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant Lessee shall have a right of first offer ("Tenant's Right of First Offer to Lease") the opportunity to lease the Property upon subject building or the part thereof offered for lease on the terms and conditions set forth in the notice of offer. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen (15) days from the receipt of the Lessor's notice to agree to lease the portion of the subject building specified in the notice to Lessee. If Lessee fails to exercise its option within the 15-day period, Lessor shall have 270 days thereafter to lease the subject building specified in the notice, but in no case on terms more favorable than those offered to Lessee. If Lessor elects, within 270 days of Lessor's notice, to lease the subject building to a third party on terms more favorable to the third party lessee than the terms set forth in the above offer, then Lessor must re-offer the subject building to Lessee on the same terms and conditions as Landlord, at its election, intends offered to offer the third party lessee ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to lease the Property to a third partysubject building. Tenant If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to exercise Tenantlease the subject building to the third party on the terms and conditions set forth in Lessor's Second Notice or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 270 days after which Lessee's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again be in effect for the Premises or the subject building. This right of first offer Tenant the right is subject to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerany existing rights of lessees.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Landlord grants to Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property adjacent space and/or adjacent building that remains vacant or becomes available upon the same terms vacation thereof by the then-current tenant including, without limitation, the approximately three thousand (3,000) rentable square feet of spaced located adjacent to the Premises and conditions as Landlordshown on Exhibit A-3 attached to the Lease (the “Identified Expansion Space”). As such space becomes available to lease, at its election, intends Landlord shall notify Tenant thereof and offer such space to offer to lease the Property to a third partyTenant for lease. Tenant shall be entitled have (a) with respect to exercise Tenant's Right the Identified Expansion Space, fifteen (15) business days and (b) with respect to any other space becoming available, ten (10) business days in which to notify Landlord in writing of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects its intention to lease such space. Landlord and Tenant are free to agree on the Property at rent term and interior improvements for such additional space and shall not be bound by the expiration terms of this Lease. If Landlord and Tenant cannot agree on the Lease Term. Not more than nine terms for such a lease within ten (910) months and not less than three (3) months prior to the expiration days of the Lease Term, Landlord shall, if applicable, give Tenant written Tenant’s notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Propertysuch space, then Landlord shall be free to lease the Property space to another tenant. THIS WORK LETTER AGREEMENT supplements that certain lease (the “Lease”) dated April 25, 2007, executed by REDWOOD TECHNOLOGY CENTER, LLC, a third partyCalifornia limited liability company; XXXX XXXXXXX AND XXXXXXXX X. XXXXXXX 1991 TRUST; XXXXX XXXXXXXXX XXXXXXX TRUST (UAD) DATED 25 FEBRUARY 1987 and XXXXXX X. XXXXX TRUST (“Landlord”), and CYAN OPTICS, INC., a Delaware corporation (“Tenant”). HoweverAll capitalized terms not otherwise defined herein shall have the same meaning as those capitalized terms contained in the Lease. 1. Landlord shall be responsible for constructing within the Premises the tenant improvements (the “Tenant Improvements”) described in the preliminary space plan (the “Preliminary Space Plan”) attached hereto as Exhibit B-1. The Tenant Improvements for the Premises will be more particularly described in the plans and construction drawings (the “Construction Drawings”) as approved below. Any additional work (the “Tenant Extra Improvements”) required under the approved Construction Drawings shall be at Tenant’s sole cost and expense. 2. Following execution of this Lease, if Landlord shall arrange for Landlord’s architect to provide to Tenant the Base Rent Construction Drawings for such proposed lease is reduced the Tenant Improvements and Tenant Extra Improvements. The Construction Drawings shall indicate the specific requirements of the Premises, outlining in detail interior partitions, floor coverings, a reflected ceiling plan, plumbing fixtures and electrical plans (setting forth the electrical requirements of Tenant), all in conformity with the Preliminary Space Plan. The Construction Drawings shall include full energy calculations as required by the State of California and the city agencies. 3. Within five percent (5%) business days after receipt of the Construction Drawings, Tenant shall either approve or more as compared disapprove of the Construction Drawings by written notice to Landlord. If Tenant disapproves of the Construction Drawings, Tenant shall specify in detail the changes or modifications to the Base Rent included in the lease that Tenant rejectedConstruction Drawings required by Tenant. Any such request for changes or modifications shall be subject to Landlord’s approval. If Landlord approves of Tenant’s proposed change or modification, then Landlord shall again offer arrange for Landlord’s architect to revise the Construction Drawings and resubmit the Construction Drawings to Tenant for its review and approval in accordance with the right procedure set forth above. Tenant acknowledges that the Construction Drawings are subject to acquire the Property upon approval of the same terms appropriate government authorities. It shall be Tenant’s responsibility to ensure that the design and conditionsfunction of the Tenant Improvements and Tenant Extra Improvements are suitable for Tenant’s business and needs. The improvements shall be constructed in accordance with current building standards, provided that laws, regulations, ordinances and codes. Landlord shall not be required to install any Tenant Improvements or Tenant Extra Improvements which do not conform to the Construction Drawings. 4. Landlord shall furnish and install the Tenant Improvements as set forth on Exhibit B-1 and B-2. The Tenant Improvements to be paid by Landlord shall not exceed $50.00 per rentable square foot and shall include: (a) The costs of the Preliminary Space Plan and final Construction Drawings (including the cost of one revision only) and engineering costs associated with completion of the State of California energy utilization calculations under Title 24 legislation; and (b) The costs of obtaining building permits and other necessary authorizations from the city, county and the State of California. Any additional units, quantities or costs of the Tenant Improvements required in accordance with the approved Construction Drawings shall be deemed Tenant Extra Improvements and shall be paid for by Tenant. Tenant shall have only pay for all Tenant Extra Improvements within fifteen (15) days following receipt of Landlord’s written demand therefor, which demand(s) may be submitted to accept Tenant prior to commencement of construction of the Tenant Extra Improvements. If Tenant fails to pay within such offerfifteen-day period, Landlord may, in addition to all other available remedies, (i) delay the commencement of construction of the Tenant Improvements and/or the Tenant Extra Improvements if such work has not commenced, or (ii) stop construction of the Tenant Improvements and/or the Tenant Extra Improvements if such work has commenced, in either case until such time as Tenant has paid Landlord for all Tenant Extra Improvements for which Xxxxxx has received a written demand from Landlord.

Right of First Offer to Lease. Upon (a) Landlord has advised Tenant that Buildings F and G in the expiration Center, designated as "First Offer Buildings" on the Site Plan (collectively, the "First Offer Buildings"), are presently leased to Rigel Pharmaceuticals, Inc. pursuant to a Build-to-Suit Lease dated as of May 16, 2001 (the "Existing Rigel Lease"). Landlord shall not lease all or any portion of the Lease Term and provided First Offer Buildings at any time during the term of this lease (as extended, if applicable), except in compliance with this Section 6.2; provided, however, that the foregoing restriction shall not apply during any period in which Tenant has exercised each Extended Term and no Event of Default then exists is in default under this Lease, beyond any applicable notice and cure periodperiods, Tenant shall have a right of first offer ("and provided further, however, that Tenant's Right rights pursuant to this Section 6.2 are subordinate to the rights of First Offer to LeaseRigel Pharmaceuticals, Inc. and its successors in interest (collectively, "Rigel") pursuant to lease the Property upon Existing Rigel Lease, as the same terms and conditions as Landlordmay be amended from time to time. (b) If, at its election, intends to offer to lease any time during the Property to a third party. Tenant shall be entitled to exercise Tenant's Right term of First Offer to this Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shallas extended, if applicable), give Tenant written notice any of its intent to lease the Property First Offer Buildings or any portion thereof becomes available for leasing by Landlord and shall indicate the terms and conditions upon which Landlord intends to lease pursue the Property. leasing of such First Offer Building(s) or portion thereof (the "First Offer Space," provided, however, that the provisions of this paragraph shall not apply to any negotiations or discussions Landlord may have with Tenant shall thereafter itself, nor to any negotiations or discussions Landlord may have a period with Rigel, or any exercise of thirty (30) days to elect rights by unequivocal written notice to Landlord to lease Rigel, under or in connection with the Property on Rigel Lease as the same terms may be amended from time to time), and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect if Tenant is not to lease the Property by giving Tenant written then in default under this Lease (beyond any applicable notice thereof. If Tenant elects not to lease the Propertyand cure periods), then Landlord shall be free first give written notice of such intention to Tenant (a "First Offer Notice") identifying the First Offer Space and the rent, improvement allowance and other material terms upon which Landlord proposes to offer such First Offer Space to prospective tenants. Tenant and Landlord shall have ten (10) business days after Tenant's receipt of such First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease amendment or other written agreement regarding Tenant's leasing and occupancy of the Property to a third partyFirst Offer Space. However, if It is generally the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared intention of the parties that except with respect to the Base Rent included economic and other terms specified in the First Offer Notice, the form of lease that for any such leasing of First Offer Space would be similar to this Lease, excluding Article 6 hereof and subject to such other modifications as may be reasonably necessary to reflect differences in the First Offer Space and/or in the economic and other terms applicable to Tenant's leasing of such First Offer Space pursuant to the First Offer Notice. If Landlord and Tenant rejectedfail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant's receipt of such First Offer Notice, then Landlord shall again offer Tenant thereafter have the right to acquire lease the Property upon First Offer Space, at any time within two hundred seventy (270) days thereafter, to such persons or entities and on such terms as Landlord in its sole discretion may deem appropriate, without any further limitation or restriction hereunder. If Landlord does not lease the First Offer Space to any such person or entity within such two hundred seventy (270) days, this First Offer Right shall reattach to the First Offer Space on all of the same terms and conditionsset forth above, provided except that in connection with any subsequent First Offer Notice delivered by Landlord to Tenant with respect to any First Offer Space that has previously been the subject of a First Offer Notice which did not result in the leasing of such First Offer Space by Tenant, Tenant's time to reach a written agreement with Landlord in response to such subsequent First Offer Notice shall have only fifteen be reduced from ten (1510) business days to accept such offerfive (5) business days.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond Prior to Lessor accepting any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon remaining first floor space in 5941 Optical Court Lessor shall give Lessee written notice of such offer and Lessee shall have the opportunity to lease the part thereof offered for lease on the terms and conditions set forth in notice of offer (“Lessor’s First Notice”). Lessee shall have the option, which may be exercised by written notice to Lessor at any time within ten (10) calendar days from the receipt of the Lessor’s notice to agree to lease the portion of the building and improvements on the terms and conditions specified in the notice to Lessee. If Lessee fails to exercise its option within the 10-day period, Lessor shall have 270 days thereafter to lease the building on terms at least as favorable to Lessor as these specified in the notice to Lessee, but in no case on terms more favorable than those offered to Lessee. If Lessor elects, within 270 days of Lessor’s notice, to lease the remaining 1st floor space to a third party on terms more favorable to the third party lessee than the terms set forth in Lessor’s First Notice, then Lessor must re-offer the building to Lessee on the same terms and conditions as Landlord, at its election, intends offered to offer the third party buyer (“Lessor’s Second Notice to Lease”). Lessee shall have five (5) business days from Lessee’s receipt of Lessor’s Second Notice to Lease to elect to lease the Property to a third partybuilding. Tenant If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to exercise Tenant's lease the building to the third party on the terms and conditions set forth in Lessor’s Second Notice to Lease or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor’s Second Notice to Lease for a period of 270 days after which Lessee’s Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant be in effect for the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerbuilding.

Right of First Offer to Lease. Upon (a) In the expiration event of an early termination of the Lease between Landlord and DNE Systems, Inc. for space that is adjacent to the Premises (the "DNE Space") then before entering into a lease for all or any portion of the DNE Space, during the initial Term of this Lease, and provided that Tenant has exercised each Extended Term is not then in default under this Lease, Landlord will notify Tenant of the monthly rent and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer rental increases ("Tenant's Right of First Offer to Leaserental terms") on which it would be willing to lease the Property upon the same terms and conditions as DNE Space to Tenant. If within five (5) days after receipt of Landlord' notice, at its election, intends to offer Tenant agrees in writing to lease the Property DNE Space, Landlord and Tenant will execute a lease or an amendment to a third party. Tenant shall be entitled to exercise this Lease for the DNE Space within ten (10) days after Landlord's receipt of Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as this Lease, except for the rental terms, and other matters dependent upon the size of the premises, such as Tenant's share of the Operating Expenses and security deposit. However, in no event shall Landlord intends have any obligation to perform any work or improvement to the DNE Space and Tenant shall accept said space in "as is" condition. If Tenant does not deliver its notice of intent to lease the DNE Space within such five (5) day period, or if Landlord and Tenant do not enter into a fully executed lease or amendment to this Lease for the DNE Space within such ten (10) day period, then this right of first offer to lease the DNE Space shall lapse and be of no further effect and Landlord shall have the right to lease the DNE Space to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon party on the same or any other terms and conditions, provided that whether or not such terms and conditions are more or less favorable than those offered to Tenant. This right of first offer to lease the DNE Space is personal to the Tenant shall have only fifteen named herein and is not transferable. (15b) days to accept such offerTime is of the essence of the provisions of this paragraph.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a the right to add to the Premises, upon the terms and conditions set forth in this Section 28, the entire eighth floor of Tower 3 of the Building (the "Expansion Space"). Tenant's rights hereunder with respect to the Expansion Space shall be subject to the rights of the Building tenants on the date of execution of this Lease. Whenever during the Term Landlord determines to Lease all or any portion of the Expansion Space, Landlord shall first offer to lease to Tenant such portion of the Expansion Space in an "as is" condition; such offer shall be in writing and shall specify the rent to be paid for such portion of the Expansion Space and the date on which such portion of the Expansion Space shall be included in the Premises (the "Offer Notice"). Tenant shall notify Landlord in writing whether Tenant elects to lease such portion of the Expansion Space at the rental rate set forth in the Offer Notice within ten (10) days after Landlord delivers to Tenant the Offer Notice. If Tenant timely elects to lease such portion of the Expansion Space, then Landlord and Tenant shall execute an amendment to this Lease no later than fourteen (14) days after Tenant notifies Landlord of Tenant's Right of First Offer to Lease") election to lease such portion of the Property upon Expansion Space, effective as of the date such portion of the Expansion Space is to be included in the Premises, on the same terms and conditions as Landlord, at its election, intends to offer to lease this Lease execute that (a) the Property to a third party. Tenant rentable area of the Premises shall be entitled to exercise increased by the rentable area in such portion of the Expansion Space (and Tenant's Right of First Offer to Lease only if at Proportionate Share shall be adjusted accordingly), (b) the time Base Rent shall be increased by the amount for such portion of the giving of Expansion Space in the Offer Notice, and (c) Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction ---- allowance, and the like) or other tenant inducements. If Tenant fails or is unable to timely exercise its right hereunder, then such notice and at the right shall lapse, time being of the commencement of essence with respect to the applicable term no Event of Default shall then exist and only if Landlord elects exercise thereof, and, subject to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than following three (3) months prior sentences, Landlord may lease such portion of the Expansion Space to third parties on such terms as Landlord may elect. Notwithstanding anything herein to the expiration contrary, Landlord may not enter into such third party lease at a net effective rent of less than ninety percent (90%) of the Lease Term, Landlord shall, if applicable, give net effective rent set forth in the most recent Offer Notice to Tenant written notice of its intent without first offering to lease to Tenant such portion of the Property and shall indicate the terms and conditions upon which Landlord intends Expansion Space at such net effective rent being offering to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a such third party. HoweverAs used in this Section 28, if the phrase "net effective rent" shall mean the Base Rent for such proposed portion of the Expansion Space less the cost of tenant improvements and other tenant inducements which are included in such Base Rent. In addition, if Landlord fails to enter into any such third party lease is reduced by five percent within six (5%6) or more as compared months after Tenant has elected not to lease such portion of the Expansion Space after receipt of an Offer Notice, then such portion of the Expansion Space shall again be subject to Tenant's rights under this Section 28. Notwithstanding anything herein to the Base Rent included in the lease that Tenant rejectedcontrary, then Landlord shall again have no obligation to first offer to lease to Tenant all or any portion of the right Expansion Space in accordance with this Section 28 111 at the time Landlord would have sent to acquire Tenant an Offer Notice, Tenant Is then In default of any of its conditions or obligations under this Lease (beyond applicable notice and cure periods). If Tenant is so then in default, Landlord may proceed to lease all or any portion of the Property upon Expansion Space to any third party without Tenant having any prior right's to lease all or any portion of the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerExpansion Space.

Right of First Offer to Lease. Upon the expiration of the Lease Initial Term and provided that Tenant has exercised each the Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offer.

Right of First Offer to Lease. Upon On the condition that Tenant is not then in default of any terms and conditions of this Lease after the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Landlord hereby grants Tenant the right to expand into any vacant or otherwise available space in the Office Building (“Vacant Space”) pursuant to the terms of this Article. “Vacant Space” shall have a include (but not be limited to) (a) space vacated by any other tenant in the Office Building, as well as (b) space consisting of 12,500 square feet of Rentable Area or less that is occupied by any other Office Building tenant that desires to exercise an extension, renewal or similar right (and Landlord shall cause any and all of first offer such extension, renewal or similar rights of all tenants of 12,500 square feet of Rentable Area or less to be subordinate to Tenant’s rights under this Section 43). Clause ("Tenant's Right b) of First Offer this Article 43 shall not apply with respect to Lease") extension or renewal rights for space larger than 12,500 square feet of Rentable Area. If Tenant wishes to lease any Vacant Space, Tenant must advise Landlord in writing, within ten (10) days of Tenant’s receipt of written notice from the Property upon Landlord regarding the same availability of the Vacant Space. To be effective, Landlord’s notice to Tenant must refer to this Article 43 and must expressly state that Tenant’s rights will lapse unless Tenant accepts Landlord’s offer in writing within ten (10) days. Additionally: (i) Tenant must lease the entire Vacant Space; (ii) Tenant will do so under the terms and conditions of this Lease; and (iii) the Base Rent and Tenant’s Pro-Rata Share of Operating Costs, Real Estate Taxes and Insurance will increase accordingly. Landlord shall not lease the Vacant Space to any third party without first offering the Vacant Space to Tenant pursuant to this Article 43. If Tenant declines expansion into the Vacant Space identified in Landlord’s notice, or does not provide a written response as Landlordrequired herein, at its election, intends to offer Landlord may proceed to lease said Vacant Space without the Property requirement of notifying the Tenant prior to Landlord’s leasing the Vacant Space to a third party. The rights of Tenant under this Article 43 shall be entitled deemed to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Termbe continuing rights and, Landlord shallas such, if applicableTenant declines to expand into any given Vacant Space at any given time, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free required to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer such space to Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offernext time it becomes available.

Right of First Offer to Lease. Upon (a) In the expiration of the Lease Term and provided event that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to does not lease the Property upon the same terms and conditions as Landlordentire Available ROFR Space pursuant to Paragraph 17.1 above, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease all or any portion of such space not leased pursuant to Paragraph 17.1 above, to other prospective tenants (the Property “Initial Lease-Up”). At any time after any of the leases of the Available ROFR Space entered into by Landlord and such other tenant(s) expire and are not extended or renewed, whether pursuant to a third party. However, if the Base Rent for right contained in such proposed lease is reduced by five percent (5%lease(s) or more as compared pursuant to the Base Rent included in the lease that Tenant rejectednegotiation, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant is then leasing the entire two (2) floors of the Leased Premises and has not received written notice from Landlord informing Tenant that it is in monetary or material non-monetary default under this Lease which default is still uncured, when any Available ROFR Space which was the subject of such expired lease(s) becomes available which Landlord desires to market for lease (the “Designated ROFO Space”), Landlord shall deliver a written notice (the “ROFO Notice”) to Tenant setting forth the Designated ROFO Space and the terms upon which Landlord is intending to market the Designated ROFO Space. Tenant shall notify Landlord in writing with five (5) business days after receipt of the ROFO Notice of Tenant’s election to lease the Designated ROFO Space on the terms set forth in the ROFO Notice (“Tenant’s ROFO Election Notice”). (b) Failure of Tenant to deliver Tenant’s ROFO Election Notice within the required time period shall be deemed an election by Tenant to not lease the Designated ROFO Space, Landlord shall be free to market the applicable Designated ROFO Space to third parties on such terms as Landlord shall elect, and Tenant shall have only fifteen no further right to lease the applicable Designated ROFO Space; provided, however, that, in the event that Landlord proposes to lease such Designated ROFO Space at a Net Effective Rental Rate that is less (15on a per rentable square foot basis) days to accept such offer.than ninety percent (90%) of the Building C

Right of First Offer to Lease. Upon the expiration of So long as the Lease Term is in full force and provided that Tenant has exercised each Extended Term effect and no Event of Default has occurred and is then exists beyond any applicable continuing and no facts or circumstances then exist which, with the giving of notice and cure periodor the passage of time, or both, would constitute an Event of Default, Landlord hereby grants to Tenant shall have a right of first offer (the "Right of First Offer") to expand the Demised Premises to include that 11,875 square foot area labeled on Exhibit A-1 attached hereto (the "Offer Space") subject to the terms and conditions set forth herein. (a) Tenant's then current financial condition, as revealed by its most current financial statements (which shall include quarterly and annual financial statements, including income statements, balance sheets, and cash flow statements, as required by Landlord), must demonstrate either that Tenant's net worth is at least equal to its net worth at the time the Lease was signed; or that Tenant otherwise meets financial criteria acceptable to Landlord. (b) The term of the Right of First Offer shall commence on the Lease Commencement Date and continue throughout the initial Term (the "First Offer Period"), unless sooner terminated pursuant to Leasethe terms hereof. (c) Subject to the other terms of this Right of First Offer, after any part of the Offer Space has or will "become available" (as defined herein) for leasing by Landlord, Landlord shall not, during the term of the Right of First Offer, lease to a third party that available portion of the Offer Space (the "Available Offer Space") without first offering Tenant the right to lease such Available Offer Space as set forth herein. (i) Space shall be deemed to "become available" when Landlord desires to lease all or a portion of the Offer Space. (ii) Notwithstanding subsection c(i) above, Offer Space shall not be deemed to "become available" if the space is (a) assigned or subleased by the current tenant of the space; or (b) re-let by the current tenant or permitted subtenant of the space by renewal, extension, or renegotiation or (c) leased on a temporary basis for a period of less than twelve (12) months without any right to extend. (d) Consistent with subsection (c), Landlord shall not lease any such Available Offer Space to a third party unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the "Offer"). The Offer shall contain (i) a description of the Available Offer Space (which description shall include the square footage amount and location of such Available Offer Space) and an attached floor plan that shows the Available Offer Space; (ii) the date on which Landlord expects the Available Offer Space to become available; (iii) the base rent for the Available Offer Space; (iv) the increase in Tenant's Operating Expense Percentage as defined in Section 1(j) of the Lease, (v) and the term for the Available Offer Space (which shall be no less than the remainder of the Term of this Lease then in effect). Upon receipt of the Offer, Tenant shall have the right, for a period of ten (10) calendar days after receipt of the Offer, to exercise the Right of First Offer by giving Landlord written notice that Tenant desires to lease the Property Available Offer Space at the base rent and upon the special terms and conditions as are contained in the Offer. If the term of the Available Offer Space expires after the Term of the Lease, the Term of the Lease shall be extended to be coterminous with the term of the Available Offer Space and the Annual Base Rent per square foot for the existing Demised Premises during said extension shall be based upon the greater of (i) the base rent per square foot for the Available Offer Space or (ii) the Annual Base Rent per square foot of the Demised Premises for the last year of the Term. If Tenant has an extension option under this Lease and the Term of this Lease is deemed extended to be coterminous with the expiration date set forth in the Offer, then the applicable extension option shall be deemed exercised for the period of time required to make the Term of this Lease coterminous with the expiration date of the Offer (and any partial extension term then remaining shall be subject to the terms and conditions of Special Stipulation 2), provided that in the event Tenant later exercises the applicable extension option for the partial extension term then remaining, base rent for the Available Offer Space previously added to the Demised Premises shall, during such applicable partial extension term, be based on the greater of (i) the Prevailing Market Rate (as defined and calculated in Special Stipulation 2(b)), or (ii) the Base Rental rate for such Available Offer Space in effect immediately prior to such applicable partial extension term, or (iii) the fixed Base Rental rate applicable to the original Demised Premises during such partial extension term. (e) If, within such ten (10)-day period, Tenant exercises the Right of First Offer, then Landlord and Tenant shall amend the Lease to include the Available Offer Space subject to the same terms and conditions as the Lease, as modified by the terms and conditions of the Offer. If this Lease is guaranteed now or at anytime in the future, Tenant simultaneously shall deliver to Landlord an original, signed, and notarized reaffirmation of each Guarantor's personal guaranty, in form and substance acceptable to Landlord. (f) If, at its electionwithin such ten (10)-day period, intends Tenant declines or fails to offer exercise the Right of First Offer, Landlord shall then have the right to lease the Property Available Offer Space in portions or in its entirety to a third party. Tenant shall be entitled , unrelated to exercise Tenant's and unaffiliated with Landlord, at any time without regard to the restrictions in this Right of First Offer and on whatever terms and conditions Landlord may decide in its sole discretion, provided the base rent (as adjusted to Lease only if at account for any changes in the time tenant improvement allowance), additional rent and any rent concessions are not substantially more favorable to such tenant than those set forth in the Offer, without again complying with all the provisions of this Right of First Offer. (g) If Landlord does lease all or any portion of the giving of Available Offer Space to such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate a third party after complying with the terms and conditions upon which of this Right of First Offer, then the Right of First Offer shall terminate, and Tenant shall have no further Right of First Offer. (h) If Landlord intends desires to lease the Property. Tenant Available Offer Space at a base rent rate substantially less than the base rent rate set forth in the Offer (provided, that if the base rent rate is at least ninety percent (90%) of the base rent rate set forth in the Offer, said base rent rate shall thereafter have a period of thirty (30) days be conclusively deemed to elect by unequivocal written notice be not substantially less than the base rent set forth in the Offer), or if Landlord desires to Landlord to lease materially alter or modify the Property on the same special terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain of the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the PropertyOffer, then if any, Landlord shall be free required to lease present the Property altered or modified Offer to Tenant pursuant to this Right of First Offer, in the same manner that the original Offer was submitted to Tenant. (i) This Right of First Offer is personal to Cell Genesys, Inc., a third party. HoweverCalifornia corporation, if and shall become null and void upon the Base Rent for such proposed lease is reduced by five percent occurrence of an assignment of Tenant's interest in the Lease (5%other than as a result of an assignment which constitutes a Related Assignment in accordance with Section 29(b) of the Lease) or more as compared a sublet of all or a part of the Demised Premises. (j) This Right of First Offer shall be null and void if Tenant is a holdover Tenant pursuant to Section 30(c) of the Base Rent included in Lease at the lease that time Landlord is required to notify Tenant rejected, then Landlord shall again offer of the Offer or at the time Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerexercises its Right of First Offer.

Right of First Offer to Lease. Upon the expiration of If at any time and from time to time during the Lease Term Landlord desires to lease all or any portion of any buildings located on the Property, Landlord shall first give written notice of such fact to Tenant (an "Offer to Lease"), which shall be accompanied by the form of lease that Landlord intends to use for the transaction and the following information regarding the basic business terms of the transaction (the "Basic Business Terms"): (i) a description of the premises to be leased; (ii) the term of the proposed lease; (iii) the improvements Landlord is willing to construct or that it will require to be constructed; (iv) the method of payment for such improvements; (v) the base monthly rent for the term; (vi) additional rent to be paid by the tenant to the extent not reflected in the form lease; (vii) the estimated commencement date for the lease term; (viii) any options to extend the lease term and the rent to be charged during any such extension periods; and (ix) any other material business terms Landlord elects to specify. A. Landlord shall lease to Tenant and Tenant shall lease form Landlord the Premises identified in the Offer to Lease on the Basic Business Terms stated in the Offer to Lease if: (i) the Premises offered for Lease in the Offer to Lease consist of an area that is less than 14,000 square feet of gross leasable area and Tenant notifies Landlord in writing of Tenant's agreement to lease such Premises on the terms stated in the Offer to Lease within thirty (30) days after receipt of the Offer to Lease in question; or (ii) the Premises described in the Offer to Lease consist of an area that is more than 14,000 square feet and Tenant notifies Landlord in writing of Tenant's agreement to Lease such premises on the terms stated in the Offer to Lease within fifteen (15) days after receipt of the Offer to Lease in question. If Tenant so timely elects to lease the space so offered, Landlord shall lease to Tenant and Tenant shall lease from Landlord such space on the following terms: (1) The Lease of such space shall be on the Basic Business Terms stated in the Offer to Lease; provided, however, that Tenant's obligation to pay rent shall not commence until the earlier of: (i) the date any improvements that Landlord is to construct as set forth in the Basic Business Terms have been substantially completed, subject to punchlist items; or (ii) ninety (90) days after the space has been delivered to Tenant vacant and ready for improvement work, if such improvement work is not to be performed by Landlord. (2) The lease of such premises shall be consummated by the preparation and execution of a written lease, in the form and content of the form of lease accompanying the Offer to Lease, except as modified to incorporate the Basic Business Terms set forth in the Offer to Lease and as expressly provided that herein. The lease shall be executed by Landlord and Tenant as soon as reasonably practicable after Tenant has exercised each Extended Term made its election to accept the Offer to Lease, but in no event later than forty-five (45) days thereafter. B. If Tenant does not indicate in writing its agreement to lease the premises offered on the terms contained in the Offer to Lease within the time period specified in subparagraph 15.17A, then the following shall apply: (1) Landlord shall have the right to lease such premises to any third party on the same Basic Business Terms set forth in the Offer to Lease and no Event such other terms as are contained in the form of Default lease included with the Offer to Lease; provided, however, that Landlord may make any changes to such form of Lease at the request of a prospective tenant to induce it to lease such space from Landlord so long as such changes are commercially reasonable and do not materially change the Basic Business Terms set forth in the Offer to Lease, and such lease is executed within one hundred twenty (120) days after the Offer to Lease is delivered to Tenant. (2) If within one hundred twenty (120) days after the Offer to Lease is delivered to Tenant, Landlord elects to lease the premises in question on terms different than the Basic Business Terms stated in the Offer to Lease, then exists beyond any applicable Landlord shall give notice and cure period, to Tenant of such election setting forth the new terms upon which Landlord is willing to so lease the premises in question (the "Amended Offer to Lease"). Tenant shall have the right to lease the premises in question upon the terms stated in the Offer to Lease, as modified by the Amended Offer to Lease, which right may be exercised by delivering written notice of such election to exercise to Landlord within five (5) days following delivery to Tenant of the Amended Offer to Lease. If Tenant does not send written notice to Landlord of its election to lease the premises in question upon the terms set forth in the Offer to Lease, as modified by the Amended Offer to Lease, within said five (5) day period, then Landlord may lease the premises in question to any third party in accordance with the terms and conditions set forth in the Offer to Lease, as modified by the Amended Offer to Lease; provided, however, that Landlord may make any changes to the form of lease included in the Offer to Lease or the Amended Offer to Lease at the request of a prospective tenant to induce it to lease such space from Landlord so long as such changes are commercially reasonable and do not materially change the Basic Business Terms set forth in the Offer to Lease, as modified by the Amended Offer to Lease and the lease is executed within sixty (60) days after the Amended Offer to Lease is delivered to Tenant. C. If Tenant is offered the opportunity to lease all or a portion of any building on the Property and declines to exercise such right, and if Landlord subsequently enters into a lease with a third party affecting the space so offered to Tenant, the right of first offer ("Tenant's Right contained in this paragraph shall thereafter be subject and subordinate to any rights granted to such third party tenant with respect to such space, or any other space in the Property, including rights of First first refusal, options to extend, and options to expand. D. If Landlord has delivered to Tenant a Offer to Lease and Tenant has not elected to lease the premises offered on the terms contained in the Offer to Lease", then if Landlord so requests, Tenant shall deliver to Landlord or any prospective tenant a certificate or certificates stating that: (i) Landlord has complied with the provisions of this paragraph 15.17 and may lease the premises in question pursuant to the Offer to Lease free of any rights or claims of Tenant; or (ii) Landlord has not complied with the provisions of this paragraph 15.17 and specifying the manner in which Landlord has failed to so comply. Such certificate shall be delivered promptly after request therefor but in no event not more than five (5) days after request has been delivered to Tenant. Tenant's failure to deliver such certificate within the required time period shall be deemed an admission upon which any party may rely that Landlord has complied with the provisions of this paragraph 15.17 and may lease the premises in question pursuant to the terms of the Offer to Lease free of any rights or claims by Tenant. E. Notwithstanding anything to the contrary contained in the foregoing, tenant may not exercise its right to lease the space described in the Offer to Lease, nor, at the option of Landlord, shall a new lease for such space commence, unless Tenant demonstrates to Landlord's reasonable satisfaction that tenant has sufficient creditworthiness to provide adequate assurance of future performance of all of Tenant's obligations under the new lease. F. Within ten (10) days after receipt of written request therefor from tenant, Landlord shall inform Tenant in writing of the following with respect to all leases affecting the Property: (i) the scheduled lease term expiration date; (ii) any options to extend (including the -35- commencement and termination date of such options to extend); and (iii) such other information as is reasonably requested by Tenant concerning the status of leases then affecting the Property upon as it relates to determining when such leases will terminate and space become available. In addition, Landlord shall use reasonable efforts to promptly notify tenant of the availability of space within the Property that results from events other than the natural expiration of a lease term (E.G., termination of a lease resulting from a tenant's default or negotiations regarding the rescission of a lease by mutual consent). G. The parties acknowledge that (i) paragraph 15.17 of the Building A Lease contains substantially the same terms provisions as those set forth in this paragraph 15.17, and conditions as Landlord, at its election, intends to (ii) it is their intention that there be only one right of first offer to lease that is held and may be exercised by only one person or entity. If Landlord complies with the provisions of paragraph 15.17 of this Lease or paragraph 15.17 of the Building A Lease with respect to a lease of space within the Property to a third party. Tenant , Landlord shall be entitled deemed to exercise Tenant's Right have satisfied the requirements of First Offer both Leases with respect to Lease only if at this subject. The parties further agree that the time right of first offer to lease set forth in this paragraph 15.17 and in paragraph 15.17 of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and Building A Lease may only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of be held by one entity who is FMC Corporation or its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereofsuccessor. If Tenant elects not concurrently assigns its interest in this Lease and the Building A Lease to lease the Property, then Landlord shall be free same person or entity pursuant to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced an assignment described by five percent (5%subparagraphs 14.1E(2) or more as compared to (3), such assignment shall not affect the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (provisions of this paragraph 15) days to accept such offer.

Right of First Offer to Lease. Upon (a) Landlord has advised Tenant that Buildings F and G in the expiration Center, designated as “First Offer Buildings” on the Site Plan (collectively, the “First Offer Buildings”), are presently leased to Rigel Pharmaceuticals, Inc. pursuant to a Build-to-Suit Lease dated as of May 16, 2001 (the “Existing Rigel Lease”). Landlord shall not lease all or any portion of the Lease Term and provided First Offer Buildings at any time during the term of this lease (as extended, if applicable), except in compliance with this Section 6.2; provided, however, that the foregoing restriction shall not apply during any period in which Tenant has exercised each Extended Term and no Event of Default then exists is in default under this Lease, beyond any applicable notice and cure periodperiods, Tenant shall have a right and provided further, however, that Tenant’s rights pursuant to this Section 6.2 are subordinate to the rights of first offer Rigel Pharmaceuticals, Inc. and its successors in interest ("Tenant's Right of First Offer collectively, “Rigel”) pursuant to the Existing Rigel Lease") to lease the Property upon , as the same terms and conditions as Landlordmay be amended from time to time. (b) If, at its election, intends to offer to lease any time during the Property to a third party. Tenant shall be entitled to exercise Tenant's Right term of First Offer to this Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shallas extended, if applicable), give Tenant written notice any of its intent to lease the Property First Offer Buildings or any portion thereof becomes available for leasing by Landlord and shall indicate the terms and conditions upon which Landlord intends to lease pursue the Property. leasing of such First Offer Building(s) or portion thereof (the “First Offer Space,” provided, however, that the provisions of this paragraph shall not apply to any negotiations or discussions Landlord may have with Tenant shall thereafter itself, nor to any negotiations or discussions Landlord may have a period with Rigel, or any exercise of thirty (30) days to elect rights by unequivocal written notice to Landlord to lease Rigel, under or in connection with the Property on Rigel Lease as the same terms may be amended from time to time), and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect if Tenant is not to lease the Property by giving Tenant written then in default under this Lease (beyond any applicable notice thereof. If Tenant elects not to lease the Propertyand cure periods), then Landlord shall be free first give written notice of such intention to Tenant (a “First Offer Notice”) identifying the First Offer Space and the rent, improvement allowance and other material terms upon which Landlord proposes to offer such First Offer Space to prospective tenants. Tenant and Landlord shall have ten (10) business days after Tenant’s receipt of such First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease amendment or other written agreement regarding Tenant’s leasing and occupancy of the Property to a third partyFirst Offer Space. However, if It is generally the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared intention of the parties that except with respect to the Base Rent included economic and other terms specified in the First Offer Notice, the form of lease that for any such leasing of First Offer Space would be similar to this Lease, excluding Article 6 hereof and subject to such other modifications as may be reasonably necessary to reflect differences in the First Offer Space and/or in the economic and other terms applicable to Tenant’s leasing of such First Offer Space pursuant to the First Offer Notice. If Landlord and Tenant rejectedfail to reach agreement on all terms and achieve execution of a written lease within ten (10) business days after Tenant’s receipt of such First Offer Notice, then Landlord shall again offer Tenant thereafter have the right to acquire lease the Property upon First Offer Space, at any time within two hundred seventy (270) days thereafter, to such persons or entities and on such terms as Landlord in its sole discretion may deem appropriate, without any further limitation or restriction hereunder. If Landlord does not lease the First Offer Space to any such person or entity within such two hundred seventy (270) days, this First Offer Right shall reattach to the First Offer Space on all of the same terms and conditionsset forth above, provided except that in connection with any subsequent First Offer Notice delivered by Landlord to Tenant with respect to any First Offer Space that has previously been the subject of a First Offer Notice which did not result in the leasing of such First Offer Space by Tenant, Tenant’s time to reach a written agreement with Landlord in response to such subsequent First Offer Notice shall have only fifteen be reduced from ten (1510) business days to accept such offerfive (5) business days.

Right of First Offer to Lease. Upon Landlord hereby grants to Tenant the option to lease, upon the terms and conditions hereinafter set forth (but subject to the rights of any tenants entering into leases after Tenant has waived or otherwise failed to timely exercise its rights under the provisions of this Section 19.1), the portion of the sub-basement level of the Building identified on EXHIBIT OFFER SPACE attached hereto (the “Offer Space”) that becomes available for office leasing (as determined in accordance with subsection (a) below) during the Offer Period (hereinafter defined) prior to Landlord entering into a lease for such space with another party. The Offer Space shall be deemed to be “available for office leasing” when Landlord is prepared to offer to lease such space to third parties for office purposes (as opposed to retail purposes in whole or in part), other than pursuant to offers exempt from Tenant’s rights as set forth above. The rights of Tenant under this Section 19.1 are personal to Tenant and any assignee of this Lease (but may not be exercised by any subtenants or other transferees, other than any Successor Entity or Related Corporation). A. Prior to Landlord’s entering into a lease for all or any portion of the Offer Space that is available for office leasing during the Offer Period, Landlord shall give Tenant a written notice (the “Offer Notice”) setting forth the location, the rentable area, the rental rate, and the estimated date on which the space will be available (the “Offer Space Commencement Date”). B. Tenant’s right to lease the Offer Space shall be exercisable by written notice (the “Acceptance Notice”) from Tenant to Landlord delivered not later than fourteen (14) Business Days after the Offer Notice is delivered to Tenant, time being of the essence. If Tenant does not exercise such right to lease the Offer Space, then Landlord shall have the right thereafter to lease such space to another prospective tenant without offering such space to Tenant (subject to the provisions below). If Tenant has validly exercised its option to lease the Offer Space, then the Offer Space shall be included in the Premises, subject to all the agreements, terms and conditions of the Lease as modified by the terms set forth in the applicable Offer Notice (but Landlord shall have no obligation to construct any Landlord’s Work or provide any Allowance or additional Refurbishment Allowance with respect to any Offer Space accept as expressly set forth in the Offer Notice, and Tenant shall not have any right to use or occupy the Offer Space for retail purposes until the Retail Lockout Period has expired). C. With respect to any Offer Space that Tenant does not elect to lease in a timely manner pursuant to the foregoing provisions (“Rejected Offer Space”), Landlord shall have the right thereafter to lease the Rejected Offer Space to another prospective tenant for office or retail use without offering such space to Tenant; provided, however, that if (i) Landlord has not executed a letter of intent (whether or not binding) for the Rejected Offer Space with a prospective tenant within six (6) months following the date by which Tenant was permitted to deliver an Acceptance Notice to lease such space, (ii) the Rejected Offer Space shall be available for office leasing at a later date following such six (6) month period (i.e., any third-party tenant leasing such space in accordance with the provisions of this Section shall fail to extend or renew its term), or (iii) if Landlord offers to lease the Rejected Offer Space for office purposes at a Base Rent that is less than 96% of the Base Rent offered to Tenant in the applicable Offer Notice, then the Rejected Offer Space shall again constitute Offer Space, and Landlord shall be required to offer to lease such space to Tenant in accordance with all of the terms of this Section 19.1 if it is available for office leasing. D. Tenant’s right to lease Offer Space is subject to the condition that a monetary or material non-monetary Default shall not then be continuing on the date Tenant exercises its option to lease the Offer Space or on the Offer Space Commencement Date. E. If Tenant has validly exercised its option to lease the Offer Space, then, effective as of the applicable Offer Space Commencement Date, such Offer Space shall be included in the Premises, subject to all of the terms, conditions and provisions of the Lease except that: (1) the Rent shall be the rate specified in the applicable Offer Notice (e.g., which shall require the adjustment of Tenant’s Proportionate Share unless the Rent structure in the Offer Notice dictates otherwise); (2) the rentable area in the Premises shall be increased by the number of square feet of rentable area of the Offer Space to be leased by Tenant; (3) the term of Tenant’s lease of the Offer Space shall commence on the applicable Offer Space Commencement Date and shall expire coterminous with the expiration or earlier termination of the Lease Term; and (4) except as otherwise set forth in this Section 19.1, Tenant’s lease of the Offer Space shall be subject to all of the terms and conditions of the Lease. F. If Landlord fails to deliver to Tenant possession of the Offer Space as, and when, required pursuant to the terms of this Section 19.1 for any reason outside of Landlord’s reasonable control, including, without limitation, the holding over of any tenants or occupants of such Offer Space, Landlord shall not be subject to any liability for failure to deliver possession; provided, however, that if Landlord fails to deliver possession of the Offer Space as a result of a holding over by the previous tenant or occupant of such space, Landlord, at its sole cost and expense, shall promptly and diligently use commercially reasonable efforts to regain possession of such space (including, without limitation, the commencement of eviction proceedings within a reasonable period of time (not to exceed three months) to dispossess any tenants or occupants) in order to deliver such space to Tenant pursuant to the terms of this Section 19.1. The failure of Landlord to deliver possession of any Offer Space shall not affect either the validity of this Lease or the obligations of either Landlord or Tenant hereunder, or be construed to extend the expiration of the Lease Term either as to such Offer Space or the balance of the Premises, and provided Tenant’s Rent obligations with respect to the Offer Space shall not commence until the date Landlord delivers to Tenant possession thereof in the condition required by the terms of this Section 19.1. Notwithstanding the foregoing, if Landlord fails to deliver possession of the Offer Space to Tenant within one hundred eighty (180) days following the date by which Landlord is required to do so, Tenant may, at its sole option and as its sole remedy, revoke its exercise of the option to lease such Offer Space by delivering to Landlord a written notice thereof (a “ROFO Revocation Notice”). In the event that Tenant has exercised each Extended Term and no Event shall deliver a ROFO Revocation Notice to Landlord, Tenant’s exercise of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") the option to lease the Property upon Offer Space shall be deemed to be null and void effective as of the same thirtieth (30th) day following Tenant’s delivery of such notice, unless Landlord has delivered such Offer Space to Tenant, in the condition required by the terms and conditions as Landlord, at its election, intends of this Section 19.1 prior to offer the expiration of such thirty (30) day period. If Tenant’s exercise of the option to lease the Property Offer Space is deemed null and void in accordance with the immediately preceding sentence, then it shall be deemed that such Offer Space has not been offered to a third party. Tenant and the applicable provisions of this Section 19.1 shall continue in full force and effect. G. Upon the valid exercise by Tenant of its option to lease Offer Space, Landlord and Tenant shall be entitled promptly enter into a written supplement to exercise Tenant's Right the Lease reflecting the terms, conditions and provisions applicable to such Offer Space, as determined in accordance with the terms of First Offer to Lease only if at this Section 19.1; provided, however, that the time failure of the giving of parties to execute and deliver such notice and at the time amendment shall not negate Tenant’s lease of the commencement of Offer Space or the applicable parties’ respective rights and obligations with respect thereto. H. As used herein, the term no Event of Default “Offer Period“ shall then exist mean the period commencing on the Commencement Date and only if Landlord elects to lease expiring on the Property at the expiration of the Lease Term. Not more than nine date that is twelve (9) months and not less than three (312) months prior to the then scheduled expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on as the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall may have only fifteen (15) days to accept such offerbeen extended.

Right of First Offer to Lease. Upon As a further inducement for Landlord to enter into this Agreement, Tenant hereby agrees that it shall notify Landlord in writing (an “ROFN Notice”) if, within one (1) year following the expiration Execution Date, Tenant desires to lease real property in any of the Lease Term following locations: San Diego, California; the greater San Francisco Bay area, California; Maryland; North Carolina; New Jersey; Boston or Cambridge, Massachusetts; Westchester County, New York; Pennsylvania; or the greater Seattle, Washington, area (the “Desired Areas”) and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have offer Landlord a right of first offer negotiation ("Tenant's Right of First Offer to Lease"“ROFN”) to lease premises to Tenant in the Property upon applicable Desired Area. Landlord shall have until the same terms and conditions as date that is ten (10) days after the date of Landlord, at its election, intends ’s receipt of an ROFN Notice to offer notify Tenant whether Landlord wishes to enter into negotiations with Tenant to lease premises to Tenant in such Desired Area (“Landlord’s Response”). If Landlord is interested in leasing premises to Tenant, then Landlord’s Response shall be accompanied by Landlord’s proposed terms. Landlord shall then have the Property exclusive right to negotiate with Tenant for no less than ninety (90) days, commencing from the date of Tenant’s receipt of Landlord’s Response. If the Parties are unable to consummate a lease agreement within such ninety (90) day period despite the Parties’ good faith efforts, and the Parties do not agree to extend the ninety (90) day period, then Tenant may enter into discussions with a third partyparty for a lease agreement. Tenant shall be entitled Tenant’s failure to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if advise Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which real property in a Desired Area or to provide Landlord intends to lease the Property. Tenant shall thereafter have with a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord timely ROFN Notice shall be free to lease the Property to a third partydeemed an Event of Default. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord This Section shall again offer Tenant the right to acquire the Property terminate upon the same terms earlier of (a) a change of control of Tenant and conditions, provided that Tenant shall have only fifteen (15b) days to accept such offerthe one (1) year anniversary of the Execution Date.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided Provided that Tenant has exercised each Extended Term is not in monetary or material non-monetary Default under this Lease at the applicable time, Tenant, shall, in the manner described by and no Event in compliance with the terms and provisions of Default then exists beyond any applicable notice and cure periodthis ARTICLE 5, Tenant shall have a non-assignable and non-transferable right of first offer to extend the Term of this Lease. ("Tenant's Right of First Offer to Lease"a) to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. If Tenant shall be entitled desires to exercise Tenant's its Right of First Offer to Lease only if at it shall provide written notice (the time "First Offer Notice") of its intent to exercise this right on or before the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine date which is fifteen (9) months and not less than three (315) months prior to the expiration of the Lease Renewal Term. Upon Landlord's receipt of the First Offer Notice timely given by Tenant, Landlord shall, if applicable, give shall prepare and deliver to Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of in writing no more than thirty (30) days after the date on which Landlord receives the First Offer Notice, the terms under which Tenant may lease all of the Premises after the expiration of the Renewal Term, including, the rental rate and adjustments, expense pass throughs, and term (the "Landlord's Proposal"). Tenant may elect to elect accept Landlord's Proposal by unequivocal giving written notice to Landlord of its election by the date which is twelve (12) months prior to lease the Property expiration of the Renewal Term. Tenant's election shall be irrevocable. (b) In the event Tenant responds within the ten (10) business day period and elects to accept Landlord's Proposal, then this Lease shall automatically be amended to extend the Term of this Lease for the period of time set forth in Landlord's Proposal and on the same terms set forth in Landlord's Proposal. The provisions of this subparagraph shall be self-enforcing without the need for any further act by Landlord or Tenant. However, upon request by either party, Landlord and conditions as Landlord intends Tenant shall execute an amendment to offer this Lease confirming such exercise. (c) Should Tenant either fail to a third party; provided prior to Tenant's acceptance Landlord shall retain respond within the right to ten (10) business day period, or elect not to lease accept the Property by giving Tenant written notice thereof. If Tenant elects not to lease the PropertyLandlord's Proposal, then Landlord the Tenant's Right of first Offer to Lease, shall automatically terminate and be of no further force or effect. The provisions of this subparagraph shall be free to lease self-enforcing without the Property to a third party. However, if the Base Rent need for such proposed lease is reduced any further act by five percent (5%) Landlord or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerTenant.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer as to any space contiguous to the Premises in Building One which becomes available from time to time on the terms set forth herein, provided that ("Tenant's Right a) this Lease is in full force and effect, (b) Tenant has not assigned this Lease or sublet more than 25% of First Offer the Premises (in either case other than as part of a Permitted Transaction), (c) Tenant is not in default, beyond any applicable notice and cure periods, in the performance or observance of any of the terms and provisions of this Lease on the part of the Tenant to Lease"be performed or observed, (d) Landlord shall have no obligation to lease make any offer to Tenant hereunder if, at such time as an offer would otherwise be required to be made hereunder, there are 364 or fewer days remaining in the Property upon Term, as the same may have been extended at such time, and (e) any such space shall be offered for a term co-terminous with the Term of this Lease, except during the last three (3) years of the Term. Such offer shall be on such terms and conditions as Landlord shall elect in its sole discretion. Landlord shall provide written notice of the availability of the space to Tenant. If Tenant fails to accept Landlord’s offer on the terms set forth therein within fifteen (15) days from delivery of Landlord’s notice, at its election, intends to offer Landlord shall have the free right to lease such space to any third party on such terms as it may elect in its sole discretion, provided, however, that if the Property rent and other economic consideration in any contemplated lease for such space to a third party is less than ninety percent (90%) of the rent and other economic consideration under which such space was offered to Tenant, Landlord must again present an offer to Tenant with respect to such space on such lower terms in accordance with the provision hereof, for the same length of term as offered to the third party (provided that the same shall not vest in Tenant any right to extend the Term of this Lease). In addition, (a) Landlord shall reoffer any space to Tenant which has not been leased by Landlord to a third party within twelve (12) months after the date Landlord has offered such space to Tenant hereunder, and (b) if a third party has leased a portion of space declined by Tenant hereunder, Landlord shall reoffer the remaining space to Tenant in accordance with this Article XVI within thirty (30) days after Landlord has executed a lease with such third party. Time is of the essence of the foregoing provisions. Tenant shall be entitled only to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior accept Landlord’s offer as to the expiration space set forth in the offer and no lesser portion thereof. In the event that Tenant provides timely written acceptance of Landlord’s offer, the parties shall enter into an amendment to this Lease Termwhich incorporates the offered space into the Premises on the terms set forth herein. This right shall be personal to Tenant and its Affiliates or to any party that acquired the interest of Tenant under this Lease as part of a Permitted Transaction, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect not be exercisable by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third any other party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offer.

Right of First Offer to Lease. Upon (a) In the expiration event that Landlord determines to proceed with development of the Lease Term Proposed Building, successfully processes all necessary entitlements, develops construction drawings, and obtains the required building permit(s) for the Proposed Building, and provided that Personalis, Inc. or a Permitted Transferee is then the Tenant has exercised each Extended Term hereunder, leases the entirety of the Building, and no Event of Default then exists is not in monetary or material non-monetary default beyond any applicable notice and cure periodperiod expressly set forth in this Lease, then prior to entering into a lease with a third party for any space in the Proposed Building, Landlord shall deliver a written notice (the “Landlord’s Notice”) to Tenant shall have a setting forth the material terms upon which Landlord is willing to lease such space in the Proposed Building, together with copies of the following to the extent then in Landlord’s possession (the “Additional Documents”): Landlord’s construction drawings, proposed construction schedule and any other non-privileged and non-proprietary materials reasonably requested by Tenant within five (5) business days after receipt of the Landlord’s Notice. For the avoidance of doubt, Tenant’s right of first offer ("Tenant's Right relates to any portion of First Offer to Lease") the Proposed Building that Landlord intends to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. . (b) Tenant shall be entitled notify Landlord in writing within ten (10) business days after receipt of the Landlord’s Notice of Tenant’s election to exercise lease such space in the Proposed Building on the terms set forth in the Landlord’s Notice (“Tenant's Right of First Offer to Lease only if at ’s Election Notice”). In the event Tenant delivers Tenant’s Election Notice within the time period required herein, then the parties shall within an additional period of ten (10) business days, negotiate and enter into an amendment of this Lease or a new lease in substantially the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Termsame form as this Lease, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate reflecting the terms set forth in the Landlord’s Notice and conditions upon which containing such conforming changes as are agreed to by Tenant and Landlord intends (the “Expansion Lease Document”), each agreeing to be reasonable. (c) Failure of Tenant to deliver Tenant’s Election Notice within the forgoing ten (10) business day period shall be deemed an election by Tenant to not lease such space in the Property. Proposed Building. (d) Failure of Tenant to enter into the Expansion Lease Document within the forgoing ten (10) business day period shall thereafter be deemed an election by Tenant to not lease such space in the Proposed Building. (e) If Tenant elects or is deemed to have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect elected not to lease such space in the Property by giving Tenant written notice thereof. If Tenant elects not to lease the PropertyProposed Building, then Landlord shall be free to lease all or a portion of the Property Proposed Building to a third party on such terms as shall be agreed upon by Landlord and such third party, subject to this subparagraph (e) and subparagraph (f) below. However, if In the Base Rent for such proposed lease event that Landlord proposes to do so at a Net Effective Rental Rate that is reduced by less (on a per rentable square foot basis) than ninety-five percent (595%) or more as compared of the Net Effective Rental Rate specified in Landlord’s Notice, Tenant’s rights under this Paragraph 16.1 shall be revived and Landlord shall deliver a revised Landlord’s Notice (the “Revised Landlord’s Notice”) offering to the Base Rent included lease space in the lease that Proposed Building to Tenant rejected, then Landlord at such proposed lower rate and Tenant shall again offer Tenant have the right to acquire lease space in the Property upon Proposed Building on the same terms set forth in such Revised Landlord’s Notice, by notice to Landlord given within five (5) business days after Tenant’s receipt thereof. As used in this Lease, the term “Net Effective Rental Rate” shall mean the net present value of the rent and conditionsadditional rent payable under the terms of Landlord’s Notice, provided taking into account any allowances and the fair market value of any work to be performed by Landlord at its sole expense in connection with any such proposed transaction using a discount rate equal to the sum of that Tenant shall have only fifteen rate quoted by Wxxxx Fargo Bank, N.T. & S. A., from time to time as its prime rate, plus two percent (15) days to accept such offer.2%). 110015197v.8

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised With respect to each Extended Term and no Event of Default then exists beyond First Offer Space (as defined below) or any applicable notice and cure periodportion thereof, Tenant Lessee shall have a right of first offer ("Tenant's one-time Right of First Offer to Lease") lease space located in the Building or the Project that becomes Available (“First Offer Space”). The precise size and configuration of the First Offer Space shall be as reasonably determined by Lessor and shall be subject to lease the Property upon existing requirements then imposed by the same terms and conditions as Landlordapplicable Governmental Regulations. On each occasion during the Term that space becomes Available, at its election, intends prior to offer leasing the First Offer Space to lease the Property to a any third party. Tenant , Lessor shall be entitled first deliver to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant Lessee a written notice of its intent to lease the Property and shall indicate the terms and conditions upon on which Landlord intends Lessor is willing to lease the PropertyFirst Offer Space (the “ROFO Availability Notice”). Tenant Lessee shall thereafter then have a period ten (10) business days after its receipt of thirty (30) days the ROFO Availability Notice in which Lessee may deliver to elect by unequivocal written Lessor, if at all, notice to Landlord to lease of Lessee’s acceptance of the Property subject First Offer Space on the same terms and conditions (including the term of the lease for the First Offer Space as Landlord intends set forth in the ROFO Availability Notice, which may not be coterminous with the Term of this Lease) specified in the ROFO Availability Notice (the “ROFO Acceptance Notice”); provided, however, that the ROFO Acceptance Notice shall be null and void if it attempts to offer modify in any way the terms of the ROFO Availability Notice. Prior to a third party; provided prior giving the ROFO Availability Notice to Tenant's acceptance Landlord Lessee and for ten (10) business days thereafter, Lessor shall retain not enter into any lease of the right to elect not to lease the Property by giving Tenant written notice thereofFirst Offer Space with any other person. If Tenant elects during such ten (10) business day period Lessee gives Lessor a ROFO Acceptance Notice, Lessor and Xxxxxx shall then promptly and at Lessor’s election enter into an amendment to this Lease incorporating the terms of the ROFO Acceptance Notice or enter into a new lease for the First Offer Space substantially on the terms and conditions of this Lease, as modified by the ROFO Acceptance Notice. After expiration of such ten (10) business day period, if Lessee has not to lease the Propertygiven Lessor a timely ROFO Acceptance Notice, then Landlord Lessor shall be free to lease the Property First Offer Space to a third partyany other person or entity on any terms and conditions which are not materially less favorable to Lessor than those as set forth in the ROFO Availability Notice. HoweverIn determining whether terms are materially less favorable than the terms in the ROFO Availability Notice, no terms other than fixed rent (including any rent abatement or other monetary concession offered by Lessor), tenant improvement allowance (if the Base Rent for any) and minimum term (including any options to extend) shall be considered and such proposed lease is reduced by economic terms shall not be deemed materially less favorable if such economic terms are no less than ninety-five percent (595%) or more as compared of the fixed rent, tenant improvement allowance (if any) and minimum term (including any options to the Base Rent included extend), respectively, set forth in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerROFO Availability Notice.

Right of First Offer to Lease. Upon The provisions of this Section and the expiration Landlord’s obligations of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only to the Tenant are conditioned upon the Landlord’s receipt of a written notice from the Tenant specifying that the Tenant desires to lease additional contiguous space (if available) at the time Property. In that event, provided that the Tenant has not been in default of the giving terms and conditions of such notice this Lease beyond any applicable cure periods, the Tenant will have an on-going Right of First Offer on contiguous space that becomes available should the Landlord elect to erect additional building(s) on the Property. The term “available” means that any existing tenant shall have fully and at the time of the commencement of the applicable term no Event of Default shall then exist finally vacated and only if Landlord elects to lease the Property surrendered possession at the expiration of the Lease Termits lease or any extension(s) thereof. Not more than nine (9) months Landlord shall deliver to Tenant notice of availability and not less than three (3) months prior an offer to the expiration Tenant to lease such contiguous space as part of the Lease TermDemised Premises at the then current market rental rate as determined by the Landlord. Other significant terms and conditions shall be included in the notice. Within ten (10) business days after receipt of Landlord’s notice (which notice may be given by overnight carrier), the Tenant shall provide the Landlord shall, if applicable, give Tenant written notice of its intent acceptance or rejection of the offer. If Tenant indicates by notice to Landlord of its agreement to lease the Property and available space, the parties shall indicate immediately execute an amendment to this Lease stating the terms and conditions upon which addition of the available to the Premises. If Tenant does not accept the offer within the ten (10) business days, the Landlord intends thereafter shall have the right to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer such available space to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord party and this Right of First Offer shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms of no force and conditions, provided that Tenant shall have only fifteen (15) days to accept such offereffect.

Right of First Offer to Lease. Upon Notwithstanding anything to the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure periodcontrary contained herein, Tenant shall have a the right of first offer (the "Tenant's Right of First Offer to LeaseLease Right") to lease any portion of the Property Building which is immediately adjacent to the Demised Premises ("Adjacent Premises") during the term of this Lease, upon the following terms and conditions: (a) The First Offer Lease Right shall be effective during the entire term of this Lease, provided that at the time the First Offer Lease Right arises, Tenant is not in default of any covenant of this Lease after notice and the expiration of any cure periods therefor. (b) Landlord shall not lease all or any portion of Adjacent Premises during the term of this Lease unless Landlord shall have delivered to Tenant an offer of lease (the "Lease Offer") containing all of the material terms and conditions pursuant to which Landlord would agree to lease such Adjacent Premises. (c) If Tenant agrees to lease the Adjacent Premises upon the terms and conditions set forth in the Lease Offer, it shall send to Landlord a written notice of such acceptance (the "First Lease Offer Acceptance") within thirty (30) days (the "First Lease Offer Acceptance Period") following delivery to Tenant of the Lease Offer. (d) If Tenant so sends the First Lease Offer Acceptance, Landlord and Tenant shall execute and exchange a lease agreement containing the same terms and conditions as Landlord, at its election, intends to offer to lease set forth in this Lease except for the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of terms and conditions set forth in the Lease Offer (the "First Offer Lease") as provided herein. Failure of Tenant to send the First Lease only if at Offer Acceptance to Landlord within said thirty (30) day period or failure of Tenant to execute the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at First Offer Lease within thirty (30) days after the expiration of the First Offer Acceptance Period shall be deemed a waiver by Tenant of its First Offer Lease Term. Not more Right and Landlord may lease the Adjacent Premises upon all of the terms set forth in the Lease Offer or upon such other or additional terms not less favorable to Landlord than those contained in the Lease Offer within nine (9) months following the last day of the First Lease Offer Acceptance Period. If, for any reason, Landlord does not execute a written lease as provided herein within such nine (9) month period as provided herein, the First Offer Lease Right set forth herein shall again be applicable for the balance of the term of this Lease, and the foregoing procedure shall be repeated. (e) On a date (the "First Lease Offer Closing Date") which shall be specified by Tenant in the First Lease Offer Acceptance, but which will not be less than three fifteen (315) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of nor more than thirty (30) days to elect by unequivocal written notice to from the date of the First Lease Offer Acceptance, Landlord to lease and Tenant shall execute and exchange original counterparts of the Property on First Offer Lease. (f) For the same terms purposes hereof, the term "Adjacent Premises" shall mean the sixth (6th) and conditions eighth (8th) floors of the building known as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain 32 Uxxxx Xxxxxx Xxxx xxx the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent fifth (5%5th) or more as compared to the Base Rent included floor in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerbuilding known as 24-30 Xxxxx Xxxxxx Xxxt.

Right of First Offer to Lease. Upon Throughout the expiration Term of the Lease, including any extensions thereof, and so long as no default has occurred and is continuing under the Expansion Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any or the Lease (after giving effect to all applicable notice and cure periodperiods), Tenant if Xxxxx or any affiliate of Xxxxx constructs Office Building 2, SCI shall have a an ongoing right of first offer ("Tenant's Right of First Offer to Lease") to lease any available space in Office Building 2 (collectively identified as “ROFO Space”). Any ROFO Space leased by SCI on a single floor pursuant to this Section 4 does not need to be contiguous, but, as and to the Property upon extent commercially reasonable, SCI shall elect to lease all available contiguous space located on a single floor before leasing space on an additional floor. Upon receipt of a bona fide written proposal to lease any portion of the ROFO Space that Xxxxx is prepared to accept, with the understanding and agreement that the right of first offer to lease any available space in Office Building 2 does not require the execution or delivery of a letter of intent for any such space, Xxxxx shall notify SCI thereof, in writing, or, to the extent applicable, provide a copy of said offer to SCI (the “ROFO Notice”). SCI shall then have ten (10) business days to deliver written notice to Xxxxx specifying whether SCI will either accept the premises as outlined in ROFO Notice or waive its right of first offer with respect to such premises. If SCI fails to respond within such ten (10) business day period, SCI shall be deemed to have elected to not lease such ROFO Space. If SCI elects to lease ROFO Space, except as provided below, the same terms and conditions as Landlordwould be applicable to any Expansion Lease shall apply to the ROFO Space, at its electionincluding, intends but not limited to, the then Basic Annual Rent (on a per Rentable Square Foot basis, as escalated to offer date), Additional Rent (based on SCI’s Proportionate Share for the Rentable Square Feet in the ROFO Space), term and a prorated amount of the Tenant Improvement Allowance (on a per Rental Square Foot basis). Within fifteen (15) business days of SCI’s election to lease the Property to ROFO Space, SCI and Xxxxx shall enter into a third partylease for the ROFO Space. Tenant SCI shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty up to 180 days (30not including any delays caused by Xxxxx or its agents, employees or contractors) days from Xxxxx’x delivery of possession of such space to elect by unequivocal written notice SCI (with all elements of the Turnover Condition satisfied with respect to Landlord such space) to complete the construction of the tenant improvements to the ROFO Space and upon the earlier to occur of (A) the expiration of such 180 day period, or (B) the date SCI takes occupancy of the ROFO Space and begins conducting business therein, SCI shall commence paying rent on the ROFO Space (the “ROFO Commencement Date”). Should SCI decline to lease the Property ROFO Space, Xxxxx may thereafter lease the ROFO Space to a third party on substantially the same terms and conditions as Landlord intends identified in the ROFO Notice; provided that, upon the termination of such lease to offer to a such third party; provided prior , or in the event Xxxxx does not enter into a lease with respect to Tenant's acceptance Landlord shall retain the right to elect ROFO space on substantially the same terms identified in the ROFO Notice within six (6) months following SCI’s election or deemed election not to lease the Property by giving Tenant written notice thereofany ROFO space, such space shall again become ROFO Space. If Tenant elects not Should SCI decline to lease the PropertyROFO space, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant action shall have only fifteen (15) days no effect on SCI’s future rights under this Section 4 unless this Agreement is terminated pursuant to accept such offeran express termination provision. This provision is subject to SCI not then being in default of the Lease, after giving effect to any applicable grace and cure periods.

Right of First Offer to Lease. Upon During the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure periodinitial term, Tenant shall have a the right of first offer for space in Building 2 and Building 3 of the Complex, commonly known as 4005 and 0000 Xxxxxxx Xxxxxx. If at any time during the initial term of this Lease, space becomes available in Building 2 or Building 3 due to expiration or termination of a lease, Landlord shall notify Tenant of the terms upon which Landlord would be willing to lease any such space including the base rent, tenant improvement allowance, term, minimum space available, and such other terms as may be relevant ("Landlord's Offer"). Tenant shall have fifteen (15) days after receipt of Landlord's Offer to notify Landlord ("Tenant's Right of First Offer to LeaseNotice") of the space which Tenant desires to lease ("Expansion Space"). If Tenant notifies Landlord it desires to lease the Property upon Expansion Space but Landlord and Tenant do not agree on the same terms and conditions as Landlordrental rate, at its election, intends to offer to lease then the Property to a third party. Tenant rental rate shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior fair market rental rate determined according to the expiration procedures for determining the fair market rental value for the Premises during an option period as set forth in Subparagraphs 2(c) and 2(d) of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Propertythis Lease. Tenant shall thereafter have a period of Within thirty (30) days to elect by unequivocal written notice to thereafter, Landlord to and Tenant shall enter into a lease for the Property Expansion Space on the terms set forth in Landlord's Offer, with Rent determined as provided in the preceding sentence if applicable. The form of lease for the Expansion Space shall be substantially the same as this Lease (other than as may be modified by the terms and conditions as Landlord intends to offer to a third party; provided prior to Tenantof Landlord's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereofOffer). If Tenant elects does not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for deliver Tenant's Notice within such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days day period, or if Landlord and Tenant, through no fault of Landlord, fail to accept enter into a lease for the Expansion Space within such offerthirty (30) day period, Tenant shall be deemed to have rejected Landlord's Offer, and Landlord may thereafter lease the offered space to a third party tenant on such terms as Landlord and the third party may agree. Rejection of Landlord's Offer shall be a rejection of that offer only and shall not terminate the right of first offer with respect to other space or later offers of the same space during the term of the Lease. Landlord will notify Tenant from time, to time of vacant space in the Complex which is or will be offered for lease, but Landlord shall have no liability to Tenant for Landlord's failure to do so.

Right of First Offer to Lease. Upon If (a) Landlord is then owned by Menlo Equities Development Company IX LLC and Beacon Santa Xxxxx Campus Equity LLC (or another special purpose entity owned and controlled by Menlo Equities Development Company IX LLC and Beacon Santa Xxxxx Campus Equity LLC), (b) Tenant is leasing the expiration entirety of the Leased Premises and the Building E Premises (and the Expansion Premises, if the Building G Lease Term is entered into by Landlord and provided that Tenant has exercised each Extended Term and no Event of Default pursuant to Paragraph 16.1 above or otherwise), (c) Tenant is not then exists in monetary or material non-monetary default under this Lease or the Building E Lease beyond any the applicable notice and cure periodperiods, if any, expressly set forth in such leases, and (d) Landlord, in its sole discretion, acquires (or enters into a binding agreement to acquire) one or more parcels of real property adjacent to the Project, incorporates (or intends to incorporate) such parcel(s) into the Project, and decides that it will construct one or more additional buildings thereon for lease, then Landlord shall notify Tenant that such building(s) will be available for lease ten (10) business days (the “Lease Negotiation Period”) prior to offering such building(s) for lease to third parties and would not solicit or entertain offers from parties other than Tenant during the Lease Negotiation Period. Tenant acknowledges Landlord may choose not acquire such parcel(s), construct such building(s), or incorporate any such building(s) into the Project at any time before, during, or after the Lease Negotiation Period. This right shall be personal to Palo Alto Networks, Inc. and its Permitted Assignee. In the event Landlord and Tenant, each in its sole discretion, reach agreement with respect to the lease of such building(s), then by no later than the end of the Lease Negotiation Period they shall enter into one or more leases reflecting the terms agreed upon during the Lease Negotiation Period. In the event Landlord and Tenant, each in its sole discretion, do not reach agreement with respect to the lease of such Building(s) during the Lease Negotiation Period, Landlord shall then be free to market and lease such building(s) to third parties, and Tenant shall have the same rights as other potential tenants to participate in the marketing process, either directly or through its brokers or agents. Anything in this Lease to the contrary notwithstanding, Tenant shall not have a the right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right its rights under this Paragraph 16.3 during any period that Tenant is in material default under any of First Offer to Lease only if at the terms, covenants or conditions of this Lease, and the time of periods provided for herein shall not be tolled or extended during Tenant’s cure thereof, but the giving of such notice and at the time of the commencement of foregoing shall not be read to prevent Tenant from curing the applicable term no Event of Default shall then exist and only if Landlord elects default 1 If the lease to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and Move, Inc. has not less than three (3) months prior to the expiration of the Lease Termbeen executed as of, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of but is executed within thirty (30) days after, the Effective Date of this Lease, Move, Inc. shall be deemed to elect by unequivocal written notice to Landlord to be an Existing Project Tenant, and its extension and expansion rights set forth in its lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereofbe deemed Existing Superior Rights. If Tenant elects the lease to Move, Inc. has not been executed within thirty (30) days after the Effective Date of this Lease, the space listed on Exhibit M as space leased by Move, Inc. will be deemed Available Space and references to lease Move, Inc. will be deemed to be deleted from such exhibit. Building F and Amenities Building and then exercising its rights under this Paragraph 16.3 once the Property, then Landlord shall be free to lease default is cured if such cure is completed within the Property to a third party. Howeverapplicable cure period, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included any, expressly set forth in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerthis Lease.

Right of First Offer to Lease. Upon Provided Lessor has the expiration real and legal possession of the Lease Term and provided that Tenant has exercised each Extended Term and no Event Space B, Lessor, hereby grants in favor of Default then exists beyond any applicable notice and cure periodLessee, Tenant shall have a right of first offer to lease the Space B as of the Commencement Date, in the understanding that Lessee shall have the right to be preferred before a third party ("Tenant's the “Third Party”) to lease the Space B (the “Right of First Offer”) only in one occasion, under the terms of this Section. For all effects of the above: 1.- Lessor shall notify in writing to Lessee its intention to offer for lease the Space B to a Third Party, in the understanding that the intention to offer for lease does not include the promotion of Space B, but shall be considered as an intent to offer for lease when Lessor has a formal offer from a Third Party. 2.- Lessee’s Right of First Offer shall only apply in one occasion during the Term of this Agreement. 3.- If Lessee desires to exercise its Right of First Offer, Lessee shall notify its intention to Lessor within the next 15 calendar days after the receipt by Lessee of Lessor’s above referred notice (the “Answer Period”). 4.- In the event that the Lessee exercises its Right of First Offer, and only once the Space B had been delivered to the Lessee, the term “Leased Property” established in the First Clause of this Agreement, shall also include and mean the term “Space B”, likewise, the references included in this Agreement regarding the “Space A” will be understood as made regarding the “Building”, including the surface of both the Space A and the Space B and the reference to the Land shall be understood regarding the entire Lot B. 5.- The parties agree hereby that, during the Term of this Lease") to lease the Property upon the same terms , Lessee shall lose its Right of First Offer and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant Lessor shall be entitled to lease the Space B to any Third Party without any responsibility, in case that: (i) Lessee does not notify Lessor of its intention to exercise Tenant's its Right of First Offer to Lease only if at within the time of the giving of such notice and at the time of the commencement of the applicable term Answer Period; or (ii) Lessee notifies Lessor in writing that has no Event of Default shall then exist and only if Landlord elects intention to lease the Property Space B or to exercise its Right of First Offer; or (iii) Lessee is in default of any of its obligations under the Lease Agreement at the moment of exercise its Right of First Offer. 6.- In the event Lessee exercises its Right of First Offer and as of the date on which the Space B is delivered to Lessee in terms of this Section, the Expiration Date shall be automatically extended for a mandatory period of 3 years counted from the date on which the Space B is delivered to Lessee. 7.- In case Lessee does not exercise its Right of First Offer in terms of this Section, Lessee shall vacate the Leased Property and surrender the Leased Property to Lessor within the 30 calendar days following: (i) the date on which Lessee notifies Lessor its desire to not exercise its Right of First Offer or (ii) the expiration date of the Answer Period in case Lessor does not receive any notice from Lessee regarding its intention of exercise or not of its Right of First Offer in terms of this Lease Agreement. In connection with the foregoing, Lessee shall carry out its process to vacate the Lease Property and surrender of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. HoweverLessor in terms of this Agreement, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejectedincluding without limiting, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms complying with all its environmental and conditions, provided that Tenant shall have only fifteen (15) days to accept such offermaintenance obligations.

Right of First Offer to Lease. Upon (a) Provided that Guardant Health, Inc. or a Permitted Assignee is then the expiration Tenant hereunder, and occupies at least sixty percent (60%) of the Lease Term Leased Premises or is the tenant of the entire Property, and provided that Tenant has exercised each Extended Term and no Event of Default then exists is not in monetary or material non-monetary default beyond any applicable notice and cure periodperiod expressly set forth in this Lease, then at any time after the balance of the space within the Building has been leased to other tenants (“Level A and B Tenants”), prior to entering into a lease with a third party for space which thereafter becomes available in the Building (the “ROFO Space”), Landlord shall deliver a written notice (the “Landlord’s ROFO Notice”) to Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") setting forth the material terms upon which Landlord is willing to lease the Property upon the same terms and conditions as Landlord, at its election, intends ROFO Space to offer to lease the Property to a such third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time notify Landlord in writing within twenty (20) days after receipt of the giving Landlord’s ROFO Notice of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects Tenant’s election to lease the Property at ROFO Space on the expiration terms set forth in the Landlord’s ROFO Notice (“Tenant’s ROFO Election Notice”). In the event Tenant delivers Tenant’s ROFO Election Notice within the time period required herein, then the parties shall within an additional period of ten (10) business days, negotiate and enter into an amendment of this Lease reflecting the Lease Term. Not more than nine terms set forth in the Landlord’s ROFO Notice and containing such conforming changes as are agreed to by Tenant and Landlord (9the “ROFO Amendment”), each agreeing to be reasonable. (b) months and Failure of Tenant to deliver Tenant’s ROFO Election Notice within the forgoing twenty (20) day period shall be deemed an election by Tenant to not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and ROFO Space. (c) Failure of Tenant to enter into the ROFO Amendment within the forgoing ten (10) business day period shall indicate the terms and conditions upon which Landlord intends be deemed an election by Tenant to not lease the Property. ROFO Space except solely in the event Landlord failed to negotiate reasonably and in good faith. (d) If Tenant shall thereafter elects or is deemed to have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect elected not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the PropertyROFO Space, then Landlord shall be free to lease all or a portion of the Property ROFO Space to a third party on such terms as shall be agreed upon by Landlord and such third party. HoweverIn the event that Landlord proposes to do so at a Net Effective Rental Rate that is less (on a per rentable square foot basis) than ninety percent (90%) of the Net Effective Rental Rate specified in Landlord’s ROFO Notice, if or Landlord does not lease the Base Rent for ROFO Space within 270 days after the date of the ROFO Notice, Tenant’s rights under Paragraph 17.1 shall be revived and Landlord shall deliver a revised ROFO Notice (the “Revised ROFO Notice”) offering to lease the ROFO Space to Tenant at such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that lower rate and Tenant rejected, then Landlord shall again offer Tenant have the right to acquire lease the Property upon ROFO Space on the same terms and conditionsset forth in such Revised ROFO Notice, provided that Tenant shall have only fifteen by notice to Landlord given within ten (1510) days to accept such offer.99090796v.12

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer to lease the entire eighth floor, and only the entire eighth floor ("Tenant's the “First Offer Space”). The current tenant’s lease expires May 31, 2010. Provided TENANT is not in default beyond the expiration of any applicable grace and notice period, OWNER will offer TENANT before May 31, 2009 (but not before June 30, 2008) a right of first offer (“Right of First Offer”) described below. If TENANT accepts, TENANT shall be irrevocably bound. The Right of First Offer to Lease"can only be exercised in accordance with, and subject to, the following terms and conditions: A) to OWNER shall notify TENANT in writing before May 31, 2009 (but not before June 30, 2008) that TENANT may lease the Property upon First Offer Space. OWNER’S notice will include: 1) the same terms and conditions as Landlordapproximate date on which the First Offer Space will become available for occupancy by TENANT; 2) the improvements, if any, OWNER is willing to make to the First Offer Space. 3) the number of months of free rent, if any, OWNER will offer with respect to a lease of the First Offer Space. 4) the base rent at its election, intends to offer to which OWNER will lease the Property First Offer Space to TENANT. 5) any other relevant terms OWNER would include in a third party. Tenant lease to TENANT of the First Offer Space. B) Within ten (10) business days after TENANT’S receipt of OWNER’S notice, TENANT shall be entitled to exercise Tenant's the Right of First Offer to Lease only if at Offer, or lose it irretrievably. If TENANT timely exercises the time Right of First Offer, then the leasing of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property First Offer Space will be on the same terms and conditions as Landlord intends this lease for a term co-terminous herewith except for any specific terms contained in OWNER’S notice above, and: 1) TENANT’S obligation to pay base rent and additional rent for the First Offer Space will commence on the date such space is delivered to TENANT for its exclusive use, except as provided in OWNER’S offer notice. 2) OWNER will deliver and TENANT will accept the First Offer Space in its then existing condition, on an “as is” basis except as provided in OWNER’S offer notice. TENANT will not be entitled to a third party; receive any contribution or allowance from OWNER for improvement of the First Offer Space, except as provided prior in OWNER’S offer notice. C) If TENANT does not timely exercise the Right of First Offer for the First Offer Space strictly in accordance with this Section, time being of the essence, the Right of First Offer will cease to Tenant's acceptance Landlord shall retain exist for the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord First Offer Space and OWNER shall be free to lease the Property First Offer Space on such terms that have a net effective base rent equal to at least 90 percent of what was offered to TENANT in OWNER’S offer notice (otherwise OWNER must reoffer such space to TENANT in accordance with the foregoing provisions hereof prior to leasing such First Offer Space to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord party but TENANT shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall only have only fifteen (15) 5 business days to accept such any new offer). D) TENANT may not assign its Right of First Offer to any sublessee of the premises, or to any other person other than an assignee of this lease; however, if TENANT has exercised the Right of First Offer and has leased the First Offer Space, then TENANT’S right to sublease the First Offer Space, or to assign its rights under the Lease to the First Offer Space, will be subject to Article 80. E) Upon inclusion of the First Offer Space, all references in this lease to the “premises” or the “demised premises” shall be deemed to include the First Offer Space.

Right of First Offer to Lease. Upon For so long as MacroGenics, Inc. and/or an Exempt Transferee of MacroGenics, Inc. pursuant to an Exempt Transfer (a “MacroGenics Exempt Transferee”) leases the expiration entire Premises and personally occupies at least ninety percent (90%) of the Lease Term entire Premises and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond subject to any applicable notice and cure periodother parties’ pre-existing rights with respect to Available ROFO Premises (as defined below), Tenant shall have a right of first offer to lease ("Tenant's Right “Lease ROFO”) as to any rentable premises in the buildings located at 9708, 9712 and 9714 Medical Center Drive which Landlord is marketing and for which Landlord is seeking a tenant (“Available ROFO Premises”); provided, however, that in no event shall Landlord be required to lease any Available ROFO Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms (including available Options). To the extent that Landlord renews or extends a then-existing lease with such then existing tenant for the same premises pursuant to a contractual extension option existing as of First Offer the date hereof, the affected space shall not be deemed to be Available ROFO Premises. In the event Landlord intends to market Available ROFO Premises, Landlord shall provide written notice thereof to Tenant (the “Notice of Marketing to Lease"”). a. Within fifteen (15) days following its receipt of a Notice of Marketing to Lease (time being strictly of the essence), Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFO Premises and on what terms and conditions. If Xxxxxx fails to notify Landlord of Tenant’s election within such fifteen (15) day period (time being strictly of the essence), then Tenant shall be deemed to have elected not to lease the Property upon Available ROFO Premises. b. If Tenant notifies Landlord that Tenant elects to lease all of the same Available ROFO Premises and of the terms and conditions as Landlord, at its election, intends to offer therefore (“Tenant’s Leasing Offer”) within the [***] period described above (provided that Tenant shall be required to lease the Property to a third party. Tenant Available 4813-5202-3331.13 15 ROFO Premises for at least the remainder of the then-current Revised Term), then Landlord shall be entitled to exercise have [***] days after receipt of Tenant's Right of First ’s Leasing Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if respond to Tenant in writing whether Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior Available ROFO Premises to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate on the terms and conditions upon which set forth in Tenant’s Leasing Offer. If Tenant delivers Tenant’s Leasing Offer within the [***] period described above and Landlord intends elects to lease the PropertyAvailable ROFO Premises to Tenant on the terms and conditions set forth in Tenant’s Leasing Offer, then Landlord shall lease the Available ROFO Premises to Tenant upon the terms and conditions set forth in Tenant’s Leasing Offer. Tenant shall thereafter have a period If Landlord fails to deliver notice of thirty (30) days to elect by unequivocal written notice to Landlord Xxxxxxxx’s election to lease the Property on the same terms and conditions as Landlord intends Available ROFO Premises to offer to a third party; provided prior to Tenant's acceptance Tenant within such [***] period, then Landlord shall retain the right be deemed to elect have elected not to lease the Property by giving Available ROFO Premises to Tenant written notice thereof. upon the terms and conditions set forth in Tenant’s Leasing Offer. c. If (i) Tenant notifies Landlord that Tenant elects not to lease the PropertyAvailable ROFO Premises, (ii) Tenant fails to notify Landlord of Tenant’s election within the [***] period described above (time being strictly of the essence), (iii) Landlord declines (or is deemed to have declined) to lease the Available ROFO Premises to Tenant on the terms and conditions set forth in Tenant’s Leasing Offer or (iv) Landlord fails to notify Tenant of Landlord’s election to lease the Available ROFO Premises to Tenant on the terms and conditions set forth in Tenant’s Leasing Offer within the [***] period described above (time being strictly of the essence), then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant have the right to acquire consummate a lease of the Property upon Available ROFO Premises [***]. d. Notwithstanding anything in this Article 15 to the same terms and conditionscontrary, provided that Tenant shall not have only fifteen the right to exercise the Lease ROFO during such period of time that there exists a monetary default or material non-monetary default by Tenant under any provision of this Lease for which notice has been given to Tenant by Landlord (15) days to accept the extent notice is required under this Lease). Any attempted exercise of the Lease ROFO during a period of time in which Tenant is so in default shall be void and of no effect. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the Lease ROFO, except in conjunction with an assignment or transfer of Tenant’s interest in the Lease to an Exempt Transferee pursuant to an Exempt Transfer, without Xxxxxxxx’s prior written consent, which consent Landlord shall not unreasonably withhold, condition or delay. e. If Tenant exercises the Lease ROFO, Landlord does not guarantee that the Available ROFO Premises will be available on the anticipated commencement date for the Lease as to such offerPremises due to a holdover by the then-existing occupants of the Available ROFO Premises or for any other reason beyond Landlord’s reasonable control, so long as Landlord acts in good faith to promptly and diligently pursue all reasonable means to obtain possession of such space, including the commencement of eviction proceedings when appropriate, as soon as reasonably practicable, but Tenant shall not be liable for any rent until the time when Landlord can deliver possession of the ROFO Premises to Tenant. f. Tenant’s rights under this Section 15 shall be transferable in connection with an assignment of this Lease to an Exempt Transferee, but shall not be transferable to any other assignee without the prior written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion.

Right of First Offer to Lease. Upon (a) Subject to the expiration on December 31, 2010 of the existing Lease Term between Lessor and provided that Tenant has exercised each Extended Term Xxxxxxx Investment Services, LLC (“Xxxxxxx Ventures”) of Suite 200, and no Event of Default then exists beyond any applicable notice and cure periodsubject to Xxxxxxx Ventures vacating Suite 200, Tenant shall have a Lessor hereby grants to Lessee the right of first offer to lease the premises on the second floor of the Building referred to as Suite 200, consisting of approximately five thousand six hundred sixty ("Tenant's Right 5,660) rentable square feet (the “First Offer Space”), upon the following terms and conditions: prior to entering into a lease of the First Offer Space with any other tenant, Lessor shall deliver to Lessee a written offer (“First Offer”) to lease the entire First Offer Space, the Monthly Base Rent at which the First Offer Space is offered for lease (which shall be Lessor’s good faith determination of the fair market value of the First Offer Space), the term of the lease of the First Offer Space in accordance with Paragraph 14(b), and the approximate date that the First Offer Space will be available for occupancy. Lessor shall also specify the amount, if any, of any tenant improvement allowance that Lessor is offering for the First Offer Space, or if the First Offer Space is offered for lease “as is,” without any tenant improvement allowance. Lessee shall have ten (10) calendar days after receipt of the First Offer within which to give written notice to Lessor of Lessee’s acceptance of Lessor’s First Offer to lease the First Offer Space, time being of the essence. Failure of Lessee to deliver such written acceptance within said period of ten (10) calendar days shall be deemed a rejection of the First Offer with respect to the First Offer Space. (b) If Lessee accepts Lessor’s First Offer to lease the First Offer Space within the time specified, Lessor and Lessee shall execute and deliver an amendment to this Lease stating that (1) the First Offer Space shall be added to the premises leased by Lessee, and Lessee shall pay the Monthly Base Rent for the First Offer Space specified by Lessor in the First Offer, with increases, if any, specified in the First Offer; (2) Lessee’s Share of the Additional Rent (increases in Operating Expenses and Taxes), as defined in Paragraph 8 of this Amendment, to be paid by Lessee with respect to the First Offer Space; (3) the First Offer Space shall be leased by Lessee for a term which is co-terminus with the then remaining term of this Lease of the Existing Premises and the Expansion Premises; provided, however, if Lessor’s First Offer is made on or after February 1, 2012 and Lessee has not further extended the Term as of such date, Lessor shall have the right to specify in the First Offer that the term for the First Offer Space shall extend beyond the Term of this Lease for a period not to exceed thirty-six (36) months; (4) the First Offer Space shall be leased to Lessee subject to all of the other terms and provisions of the Lease as amended hereby, (A) except that Lessee’s termination right in Paragraph 16 shall be of no further force or effect, and (B) except as otherwise specified in Lessor’s First Offer; and (5) if Lessee exercises the option to extend referred to in Paragraph 11 of this Amendment, the premises leased by Lessee during the option period referred to in Paragraph 11 of this Amendment shall include the Existing Premises, the Expansion Premises, and the First Offer Space. (c) If Lessee rejects the First Offer, Lessor shall have the right, within one hundred eighty (180) days after the expiration of said period of ten (10) calendar days referred to in subparagraph (a) above, to lease all or any portion of the First Offer Space to a third party tenant, but not for a rent or on terms and conditions substantially more favorable to the tenant than those specified in the First Offer. If Lessor leases the entire First Offer Space to a third party tenant during the period of one hundred eighty (180) days after the rejection of the First Offer by Lessee, Lessee’s right of First Offer with respect to the First Offer Space shall terminate and shall be of no further force or effect. If Lessor is not successful in so leasing the First Offer Space during said period of one hundred eighty (180) days, Lessee’s right of First Offer to Lease") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default Space shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property again apply on the same terms and conditions as Landlord intends provided in this Paragraph 14. (d) Lessee’s expansion rights in Paragraph 35 of the Lease shall remain in effect subject to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offersaid Paragraph 35.

Right of First Offer to Lease. Upon (a) (i) Subject to the expiration provisions of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure periodthis Article, Tenant Lessee shall have a right of first offer the option to lease from Lessor units containing no less than l0,000 rentable square feet in the following buildings: Xxx Xxxxxx Xxx, Xxxxxxxxxx, Xxx Xxxxxx and Seven Sylvan Way, Parsippany, New Jersey ("Tenant's Right of First Offer to LeaseAdditional Space") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the existing space lease(s) or after the initial leasing (if such unit is presently vacant or is located in Seven Sylvan Way) for such Additional Space, subject to Lessor's right to renew such leases or to enter into direct leases with existing subtenants and subject to the rights in effect as of the date of this Lease Termheld by any existing tenants with respect to the Additional Space (the "Existing ROFOTL Rights") with respect to the Additional Space. Not more than nine (9) months If the Term of this Lease shall be in full force and effect on the expiration or termination date of the existing space leases or after the initial leases, as the case may be, for the Additional Space, subject to Lessor's right to renew such leases or to enter into direct leases with existing subtenants and subject to the Existing ROFOTL Rights, and the date upon which Lessee shall exercise the option hereinafter referred to, Lessee shall have the option to lease all, but not less than three all of each unit set forth in Lessor's notice to Lessee that such unit is available for leasing (3) months prior to the expiration "Lessor's Availability Notice"). Lessor's Availability Notice will advise Lessee of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions Lessor would be willing to accept with respect to the Additional Space, and Lessee shall have twenty (20) days within which to respond to Lessor's offer (TIME BEING OF THE ESSENCE). If Lessee accepts Lessor's offer, the parties shall promptly enter into a lease for such Additional Space upon which Landlord intends such terms and conditions and otherwise upon the terms and conditions set forth in this Lease, mutatis mutandis, the parties 'acknowledging, however, that such Additional Space is likely to be located in a full service multi-tenanted building and the lease for such Additional Space will be revised to reflect that. If Lessee rejects Lessor's offer, Lessor may lease the Property. Tenant shall thereafter have a period of thirty (30) days Additional Space to elect by unequivocal written notice to Landlord to lease the Property on the same any party upon such terms and conditions as Landlord intends to offer to a third party; provided prior to TenantLessor shall deem in its best interests, but Lessee's acceptance Landlord rights hereunder shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, apply if the Base Rent unit again becomes available for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerleasing.

Right of First Offer to Lease. Upon Subject to the expiration rights of the Lease Term Building’s tenants on the date of the execution of this Lease, before leasing the space depicted on Exhibit “A-1 attached hereto and provided that incorporated herein (the “Additional Space”) to other parties, Landlord shall first offer to lease to Tenant has exercised each Extended Term the Additional Space in an “as is” condition; such offer shall be in writing and shall specify the rent to be paid for the Additional Space and the date on which the Additional Space shall be included in the Premises (the “Offer Notice”). The rental rate specified by Landlord in the Offer Notice shall at the rate of 100% of the then current fair market rental rate for five (5) year leases of comparable premises (in shell condition) in comparable buildings in the general vicinity of the Building (with respect to age, quality and location) (but in no Event event less than the per rentable square foot rental rate then in effect for the remainder of Default then exists beyond any applicable notice and cure period, the Premises). Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") notify Landlord in writing whether Tenant elects to lease the Property upon entire Additional Space at the rental rate set forth in the Offer Notice, within five (5) days after Landlord delivers to Tenant the Offer Notice. If Tenant timely elects to lease the Additional Space, then Landlord and Tenant shall execute an amendment to this Lease, effective as of the date the Additional Space is to be included in the Premises, on the same terms as this Lease except that (a) the rentable area of the Premises shall be increased by the rentable area in the Additional Space (and conditions Tenant’s Proportionate Share shall be adjusted accordingly), (b) the Base Rent shall be increased by the amount specified for such space in the Offer Notice, and (c) Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. If Tenant fails or is unable to timely exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof, and Landlord may lease the Additional Space to third parties on such terms as LandlordLandlord may elect. If Landlord fails to enter into any such third party lease within six (6) months after Tenant has elected not to lease the Additional Space, at its electionthen such space shall again be subject to Tenant’s rights under this Section 28. Notwithstanding any of the foregoing to the contrary, intends Landlord shall have no obligation to first offer to lease to Tenant the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only Additional Space in accordance with this Section 28 if at the time Landlord would have sent to Tenant the Offer Notice, Tenant is then in Default of the giving any of such notice and at the time of the commencement of the applicable term no Event of Default shall its conditions or obligations under this Lease. If Tenant is so then exist and only if in Default, Landlord elects may proceed to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months Additional Space to any third party without Tenant having any prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent rights to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerAdditional Space.

Right of First Offer to Lease. Upon Provided the expiration Tenant is Shopify Inc. or a Permitted Transferee and the Tenant is in actual, physical occupancy of at least two (2) full floors of the Building and is not then in default under this Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, and subject to the rights of any existing tenants of the Building as of the date of this Lease (including, without limitation, options or rights to renew or extend the term of a lease or enter into a new lease and prior rights of first offer or options to expand existing premises) (as described in Schedule H attached hereto), then during the initial Term (from January 1, 2014 until December 31, 2025), the Tenant shall have an ongoing right of first offer to lease any other office space in the Building (herein the “ROFO Space”) upon the following terms and conditions: (a) Upon any portion of the ROFO Space becoming vacant and available for lease on a direct, head lease basis, the Landlord will provide a written offer to lease advising the Tenant of the availability of same and identifying the premises in question (the “Available Space”) (in this subclause 8, the “Offer”) and the terms and conditions (Basic Rent, inducements, commencement date) on which the Landlord is prepared to lease the Available Space; (b) Upon receipt of an Offer for Available Space, that is located on one floor of the Building and consists of less than 50% of the Rentable Area, the Tenant shall have five (5) Business Days to accept the same by written notice to the Landlord, and if the Tenant does so accept the Landlord’s Offer, there will be a binding agreement to lease the Available Space between the Landlord and the Tenant on the terms set out in the Offer and the Landlord and Tenant shall enter into a lease amending agreement to give effect to the Tenant’s lease of the Available Space on the terms and conditions of this Lease, (with the exception of Basic Rent for the Available Space, inducements and commencement date), which shall apply mutatis mutandis. The term of the lease for the Available Space will commence on a date mutually agreed to by all parties but which shall be no later than 30 days following the later of: (i) acceptance by the Tenant of the Offer; and (ii) the expiry date of any existing lease of the Available Space, and will end at the same time as the Term expires herein; (c) Upon receipt of an Offer for Available Space that is: (i) located on one floor of the Building and consists of 50% or more of the Rentable Area on such floor; or (ii) located on more than one floor in the Building; the Tenant shall have seven (7) Business Days to either: (A) accept the Offer for the whole of the Available Space, by written notice to the Landlord, and if the Tenant does so accept the Landlord’s Offer for the whole of the Available Space, there will be a binding agreement to lease the Available Space between the Landlord and the Tenant on the terms set out in the Offer and the Landlord and Tenant shall enter into a lease amending agreement to give effect to the Tenant’s lease of the Available Space on the terms and conditions of this Lease, (with the exception of Basic Rent for the Available Space, inducements and commencement date), which shall apply mutatis mutandis. The term of the lease for the Available Space will commence on a date mutually agreed to by all parties but which shall be no later than 30 days following the later of: (i) acceptance by the Tenant of the Offer; and (ii) the expiry date of any existing lease of the Available Space, and will end at the same time as the Term expires herein; or (B) accept the Offer by written notice to the Landlord, with respect to a portion of the Available Space only, as identified in the Tenant’s notice, (the “Proposed Space”), which Proposed Space shall be configured in accordance with and subject to the provisions of subclause 8(d) below; and if the Tenant does so accept the Landlord’s Offer as it relates to the Proposed Space, there will be a binding agreement to lease the Proposed Space between the Landlord and the Tenant on the terms set out in the Offer (amended to provide that Basic Rent is calculated using the Basic Rent rate per square foot set forth in the Offer applied to the area of Proposed Space and any inducements in the Offer are revised to reflect the reduced square footage of the Proposed Space) and the Landlord and Tenant shall enter into a lease amending agreement to give effect to the Tenant’s lease of the Proposed Space on the terms and conditions of this Lease, (with the exception of Basic Rent for the Proposed Space, inducements and commencement date); which shall be mutatis mutandis. The term of the lease for the Proposed Space will commence on a date mutually agreed to by all parties but which shall be no later than 30 days following the later of: (i) acceptance by the Tenant of the Offer; and (ii) the expiry date of any existing lease of the Proposed Space, and will end at the same time as the Term expires herein; (d) Any lease of Available Space shall be subject to the following terms and conditions: (i) if the Available Space is located on one floor of the Building and consists of less than 50% of the Rentable Area on such floor the Tenant must take all of the Available Space; (ii) if the Available Space is on one floor of the Building and consists of 50% or more of the Rentable Area on such floor the Tenant must take not less than 50% of the Rentable Area of the Available Space; provided that in determining the Proposed Space the Tenant shall act reasonably (which shall require the Tenant to take into account the Landlord’s ability to lease the remaining balance of the Available Space (the “Remainder Space”) and whether such Remainder Space can legally be occupied. If the Remainder Space is not leasable or cannot legally be occupied, the Tenant must elect to take all of such Available Space or waive its right to lease the Available Space); (iii) if the Available Space consists of space on more than one floor in the Building then the Tenant must take not less than 50% of the Rentable Area of the Available Space, which must be contiguous; provided that in determining the Proposed Space the Tenant shall act reasonably (which shall require the Tenant to take into account the Landlord’s ability to lease the Remainder Space and whether such Remainder Space can legally be occupied and if the Remainder Space is not leasable or cannot legally be occupied, the Tenant must elect to take all of such Available Space or waive its right to lease the Available Space); (iv) if there is a dispute as to whether the Remainder Space is or is not leasable or whether it can or cannot legally be occupied, the Landlord shall refer such matter to the Architect, who’s determination shall be binding on the Landlord and the Tenant, unless manifest error is demonstrated; and (v) if the Tenant takes less than all of the Available Space, the Landlord shall be responsible for constructing any necessary demising walls and Common Elements on each floor of the Available Space in accordance with the Ontario Building Code and all applicable laws. (e) Should the Tenant not accept the Offer within the applicable five (5) or (7) Business Day period in subsections (b) and (c) above respectively, the Landlord shall be entitled to lease the Available Space to third parties at a Basic Rent which is not less than ninety percent (90%) of the Basic Rent specified in the Offer, provided however that if the Landlord is unable to lease the Available Space to a third party at a Basic Rent which is equal to or greater than ninety percent (90%) of the amount of Basic Rent specified in the Offer within nine (9) months of the date of the Landlord’s Offer, the Landlord will not lease the Available Space to any third party without again giving the Tenant an opportunity to submit an Offer with respect to the same pursuant to this provision; (f) The Landlord shall be entitled to lease any Remainder Space to third parties, on whatever terms it chooses within nine (9) months of the date of the Landlord’s Offer without again giving the Tenant an opportunity to submit an Offer with respect to the same pursuant to this provision, and (g) For greater certainty, in the event the Landlord leases the Available Space to a third party pursuant to Subclause (c) above, the Tenant will again have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon Available Space if the same terms next becomes vacant and conditions as Landlordavailable for lease at any time within the Term of this Lease, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior subject to the expiration conditions and requirements set out in subclause (a) of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerthis Section 8.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's the “Right of First Offer”) to lease all or part of any comparable, industrial space within the Project owned by Landlord (as the case may be, the “ROFO Space”) as and when the same becomes available. Provided no Event of Default exists, Landlord shall notify Tenant in writing (the “ROFO Lease Notice”) before marketing the ROFO Space or entering into negotiations for the lease of the ROFO Space with any third party, or upon Lxxxxxxx’s receipt of an offer to lease ROFO Space. Landlord’s notice must reflect the material terms upon which Landlord is willing to lease the ROFO Space, including without limitation, base rent, term, options to extend, rental abatement, and tenant improvement allowance. Tenant will have seven (7) business days after receipt of such notice to respond in writing as to whether or not Tenant elects to lease the ROFO Space upon the terms set forth in the ROFO Lease Notice, without modification or condition. If Tenant elects to lease the ROFO Space, then within thirty (30) days thereafter, Landlord shall prepare an amendment to this Lease and Tenant shall have the right to approve or provide proposed revisions. The parties shall thereafter proceed diligently and in good faith to execute a mutually agreeable amendment to this Lease to add the ROFO Space upon the terms and conditions set forth in the ROFO Lease Notice. Landlord will deliver the ROFO Space in the same condition as required of the original Premises under the Work Letter unless the parties agree otherwise in the amendment. If (i) Tenant elects not to lease, or (ii) Tenant does not exercise its Right of First Offer to Lease"within the seven (7) business day time period specified above, or (iii) Tenant timely elects to lease the Property ROFO Space but the parties do not execute an amendment within thirty (30) days after Tenants’ receipt of the proposed amendment, despite both parties proceeding diligently and in good faith to do so, then Landlord may lease the ROFO Space upon the same terms and conditions as Landlord, at its election, intends in the ROFO Lease Notice. In the event the Landlord elects to offer the ROFO Space upon economics that are materially better from what was offered to lease Tenant, Landlord must first offer the Property ROFO Space to a third partyTenant upon such terms and conditions and in accordance with the requirements of this Section 41. Tenant shall be entitled to exercise Tenant's Once the ROFO Space or any portion thereof becomes available again, Txxxxx’s Right of First Offer to Lease only if at the time of the giving of such notice will apply and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends will be required to offer the ROFO Space to a Tenant pursuant to this Section 41 before leasing such space to any third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offer.

Right of First Offer to Lease. Upon (a) The building commonly known as 2000 Xxxxxxxx Xxxxx and designated as “ROFO Building” on the expiration Site Plan (the “ROFO Building”) is presently leased and occupied by an existing tenant (the “Existing ROFO Tenant”) pursuant to a written lease agreement (as it now exists and as it may be amended from time to time). Landlord shall not lease all or any portion of the ROFO Building at any time during the term of this Lease Term and provided (including any extended terms, if applicable), except in compliance with this Section 1.4; provided, however, that the foregoing restriction shall not apply during any period in which Tenant has exercised each Extended Term and no Event of Default then exists is in default under this Lease, beyond any applicable notice and cure periodperiods, and provided further, however, that Tenant’s rights pursuant to this Section 1.4 are subordinate to the Existing Tenant Rights. (b) If, at any time during the term of this Lease (including any extended terms, if applicable), Landlord intends to lease all or any portion of the ROFO Building (other than pursuant to the exercise of any Existing Tenant Rights) and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice of such intention to Tenant (the “First Offer Notice”), specifying the rent and other material terms on which Landlord proposes to lease the ROFO Building or applicable portion thereof (the “Offered Space”), and shall offer to Tenant the opportunity to lease the Offered Space on the terms specified in the First Offer Notice. Tenant shall have a right ten (10) business days after the date of first offer ("Tenant's Right giving of the First Offer Notice in which to Lease") accept such offer by written notice to lease Landlord. Upon such acceptance by Tenant, the Property upon Offered Space shall be leased to Tenant on the same terms set forth the First Offer Notice and on the additional terms and conditions provisions set forth in this Lease (except to the extent inconsistent with the terms set forth in the First Offer Notice), and the parties shall promptly (and in all events within twenty (20) business days after delivery of Tenant’s acceptance) execute a lease amendment or other written agreement containing the terms of the First Offer Notice and all other terms and provisions of this Lease not inconsistent with the terms of said First Offer Notice, except as the parties may otherwise mutually agree. If Tenant does not accept Landlord’s offer within the allotted time or if the parties fail to enter into such a lease amendment or other written agreement within the required time (notwithstanding Landlord’s and Tenant’s good faith and diligent efforts to enter into such a lease amendment or other written agreement, at its election, intends to offer to lease the Property to a third party. Tenant provided that neither party shall be entitled to exercise Tenant's Right invoke its own lack of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Termgood faith, Landlord shalldiligent efforts, if applicable, give Tenant written notice of its intent as a basis for invoking this parenthetical qualification), Landlord shall thereafter have the right to lease the Property Offered Space to any third party, at any time within one hundred eighty (180) days after the expiration of Tenant’s acceptance period under the First Offer Notice, at a minimum rental and shall indicate the on other terms and conditions upon which Landlord intends not materially more favorable to lease the Propertylessee than the minimum rental and other terms offered to Tenant in the First Offer Notice. Tenant shall thereafter have a period If, in the course of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to negotiations with a third party; provided prior party during the 180-day period described in the preceding sentence, Landlord wishes to Tenant's acceptance Landlord shall retain modify the right minimum rental or other terms set forth in the First Offer Notice in a manner materially more favorable to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease third party than the Propertyminimum rental or other terms set forth in the First Offer Notice, then Landlord shall be free required to re-offer the Offered Space to Tenant on such more favorable terms pursuant to a new First Offer Notice, but Tenant’s time to respond to such new First Offer Notice shall be limited to five (5) business days. If Landlord does not lease the Offered Space to a third party during the 180-day period described above, or if Landlord leases the Offered Space to third party and Landlord later, upon expiration or termination of such lease, again wishes to lease the Property to a third party. HoweverOffered Space or any portion thereof during the term of this Lease (including any extended terms, if the Base Rent for applicable), then in either such proposed lease is reduced by five percent (5%) or more as compared event this first offer right shall reattach to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon Offered Space on all of the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerset forth above.

Right of First Offer to Lease. Upon For so long as MacroGenics, Inc. and/or an Exempt Transferee of MacroGenics, Inc. pursuant to an Exempt Transfer (a "MacroGenics Exempt Transferee") leases the expiration entire Premises and personally occupies at least ninety percent (90%) of the Lease Term entire Premises and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond subject to any applicable notice and cure periodother parties' pre-existing rights with respect to Available ROFO Premises (as defined below), Tenant shall have a right of first offer to lease ("Lease ROFO") as to any rentable premises in the buildings located at 9708, 9712 and 9714 Medical Center Drive which Landlord is marketing and for which Landlord is seeking a tenant ("Xxxxxxxxx XXXX Xxxxxxxs"); provided, however, that in no event shall Landlord be required to lease any Available ROFO Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms (including available Options). To the extent that Landlord renews or extends a then-existing lease with such then existing tenant for the same premises pursuant to a contractual extension option existing as of the date hereof, the affected space shall not be deemed to be Available ROFO Premises. In the event Landlord intends to market Available ROFO Premises, Landlord shall provide written notice thereof to Tenant (the "Notice of Marketing to Lease"). a. Within fifteen (15) days following its receipt of a Notice of Marketing to Lease (time being strictly of the essence), Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFO Premises and on what terms and conditions. If Tenant fails to notify Landlord of Tenant's election within such fifteen (15) day period (time being strictly of the essence), then Tenant shall be deemed to have elected not to lease the Available ROFO Premises. b. If Tenant notifies Landlord that Tenant elects to lease all of the Available ROFO Premises and of the terms and conditions therefore ("Tenant's Right of First Offer to LeaseLeasing Offer") within the fifteen (15)-day period described above (provided that Tenant shall be required to lease the Property upon Available ROFO Premises for at least the same terms and conditions as Landlordremainder of the then-current Revised Term), at its election, intends to offer to lease the Property to a third party. Tenant then Landlord shall be entitled to exercise have ten (10) days after receipt of Tenant's Right of First Leasing Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if respond to Tenant in writing whether Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior Available ROFO Premises to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate on the terms and conditions upon which set forth in Tenant's Leasing Offer. If Tenant delivers Tenant's Leasing Offer within the fifteen (15)-day period described above and Landlord intends elects to lease the PropertyAvailable ROFO Premises to Tenant on the terms and conditions set forth in Tenant's Leasing Offer, then Landlord shall lease the Available ROFO Premises to Tenant upon the terms and conditions set forth in Tenant's Leasing Offer. Tenant shall thereafter have a period If Landlord fails to deliver notice of thirty (30) days to elect by unequivocal written notice to Landlord Landlord's election to lease the Property on the same terms and conditions as Landlord intends Available ROFO Premises to offer to a third party; provided prior to Tenant's acceptance Tenant within such ten (10)-day period, then Landlord shall retain the right be deemed to elect have elected not to lease the Property by giving Available ROFO Premises to Tenant written notice thereof. upon the terms and conditions set forth in Tenant's Leasing Offer. c. If (i) Tenant notifies Landlord that Tenant elects not to lease the PropertyAvailable ROFO Premises, (ii) Tenant fails to notify Landlord of Tenant's election within the fifteen (15)-day period described above (time being strictly of the essence), (iii) Landlord declines (or is deemed to have declined) to lease the Available ROFO Premises to Tenant on the terms and conditions set forth in Tenant's Leasing Offer or (iv) Landlord fails to notify Tenant of Landlord's election to lease the Available ROFO Premises to Tenant on the terms and conditions set forth in Tenant's Leasing Offer within the ten (10) day period described above (time being strictly of the essence), then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant have the right to acquire consummate a lease of the Property upon Available ROFO Premises at base rent not less than ninety percent (90%) of that stated in Tenant's Leasing Offer. d. Notwithstanding anything in this Article 15 to the same terms and conditionscontrary, provided that Tenant shall not have only fifteen the right to exercise the Lease ROFO during such period of time that there exists a monetary default or material non-monetary default by Tenant under any provision of this Lease for which notice has been given to Tenant by Landlord (15) days to accept the extent notice is required under this Lease). Any attempted exercise of the Lease ROFO during a period of time in which Tenant is so in default shall be void and of no effect. Notwithstanding anything in this Lease to the contrary, Tenant shall not assign or transfer the Lease ROFO, except in conjunction with an assignment or transfer of Tenant's interest in the Lease to an Exempt Transferee pursuant to an Exempt Transfer, without Landlord's prior written consent, which consent Landlord shall not unreasonably withhold, condition or delay. e. If Tenant exercises the Lease ROFO, Landlord does not guarantee that the Available ROFO Premises will be available on the anticipated commencement date for the Lease as to such offerPremises due to a holdover by the then-existing occupants of the Available ROFO Premises or for any other reason beyond Landlord's reasonable control, so long as Landlord acts in good faith to promptly and diligently pursue all reasonable means to obtain possession of such space, including the commencement of eviction proceedings when appropriate, as soon as reasonably practicable, but Tenant shall not be liable for any rent until the time when Landlord can deliver possession of the ROFO Premises to Tenant. f. Tenant's rights under this Section 15 shall be transferable in connection with an assignment of this Lease to an Exempt Transferee, but shall not be transferable to any other assignee without the prior written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion.

Right of First Offer to Lease. Upon the expiration of If at any time and from time to time during the Lease Term Landlord desires to lease all or any portion of any buildings located on the Property, Landlord shall first give written notice of such fact to Tenant (an "Offer to Lease"), which shall be accompanied by the form of lease that Landlord intends to use for the transaction and the following information regarding the basic business terms of the transaction (the "Basic Business Terms"): (i) a description of the premises to be leased; (ii) the term of the proposed lease; (iii) the improvements Landlord is willing to construct or that it will require to be constructed; (iv) the method of payment for such improvements; (v) the base monthly rent for the term; (vi) additional rent to be paid by the Tenant to the extent not reflected in the form lease; (vii) the estimated commencement date for the lease term; (viii) any options to extend the lease term and the rent to be charged during any such extension periods; and (ix) any other material business terms Landlord elects to specify. A. Landlord shall lease to Tenant and Tenant shall lease form Landlord the Premises identified in the Offer to Lease on the Basic Business Terms stated in the Offer to Lease if: (i) the Premises offered for Lease in the Offer to Lease consist of an area that is less than 14,000 square feet of gross leasable area and Tenant notifies Landlord in writing of Tenant's agreement to lease such Premises on the terms stated in the Offer to Lease within thirty (30) days after receipt of the Offer to Lease in question; or (ii) the Premises described in the Offer to Lease consist of an area that is more than 14,000 square feet and Tenant notifies Landlord in writing of Tenant's agreement to Lease such premises on the terms stated in the Offer to Lease within fifteen (15) days after receipt of the Offer to Lease in question. If Tenant so timely elects to lease the space so offered, Landlord shall lease to Tenant and Tenant shall lease from Landlord such space on the following terms: (1) The Lease of such space shall be on the Basic Business Terms stated in the Offer to Lease; provided, however, that Tenant's obligation to pay rent shall not commence until the earlier of: (i) the date any improvements that Landlord is to construct as set forth in the Basic Business Terms have been substantially completed, subject to punchlist items; or (ii) ninety (90) days after the space has been delivered to Tenant vacant and ready for improvement work, if such improvement work is not to be performed by Landlord. (2) The lease of such premises shall be consummated by the preparation and execution of a written lease, in the form and content of the form of lease accompanying the Offer to Lease, except as modified to incorporate the Basic Business Terms set forth in the Offer to Lease and as expressly provided that herein. The lease shall be executed by Landlord and Tenant as soon as reasonably practicable after Tenant has exercised each Extended Term made its election to accept the Offer to Lease, but in no event later than forty-five (45) days thereafter. B. If Tenant does not indicate in writing its agreement to lease the premises offered on the terms contained in the Offer to Lease within the time period specified in subparagraph 15.17A, then the following shall apply: (1) Landlord shall have the right to lease such premises to any third party on the same Basic Business Terms set forth in the Offer to Lease and no Event such other terms as are contained in the form of Default lease included with the Offer to Lease; provided, however, that Landlord may make any changes to such form of Lease at the request of a prospective Tenant to induce it to lease such space from Landlord so long as such changes are commercially reasonable and do not materially change the Basic Business Terms set forth in the Offer to Lease, and such lease is executed within one hundred twenty (120) days after the Offer to Lease is delivered to Tenant. (2) If within one hundred twenty (120) days after the Offer to Lease is delivered to Tenant, Landlord elects to lease the premises in question on terms different than the Basic Business Terms stated in the Offer to Lease, then exists beyond any applicable Landlord shall give notice and cure period, to Tenant of such election setting forth the new terms upon which Landlord is willing to so lease the premises in question (the "Amended Offer to Lease"). Tenant shall have the right to lease the premises in question upon the terms stated in the Offer to Lease, as modified by the Amended Offer to Lease, which right may be exercised by delivering written notice of such election to exercise to Landlord within five (5) days following delivery to Tenant of the Amended Offer to Lease. If Tenant does not send written notice to Landlord of its election to lease the premises in question upon the terms set forth in the Offer to Lease, as modified by the Amended Offer to Lease, within said five (5) day period, then Landlord may lease the premises in question to any third party in accordance with the terms and conditions set forth in the Offer to Lease, as modified by the Amended Offer to Lease; provided, however, that Landlord may make any changes to the form of lease included in the Offer to Lease or the Amended Offer to Lease at the request of a prospective Tenant to induce it to lease such space from Landlord so long as such changes are commercially reasonable and do not materially change the Basic Business Terms set forth in the Offer to Lease, as modified by the Amended Offer to Lease and the lease is executed within sixty (60) days after the Amended Offer to Lease is delivered to Tenant. C. If Tenant is offered the opportunity to lease all or a portion of any building on the Property and declines to exercise such right, and if Landlord subsequently enters into a lease with a third party affecting the space so offered to Tenant, the right of first offer ("Tenant's Right contained in this paragraph shall thereafter be subject and subordinate to any rights granted to such third party Tenant with respect to such space, or any other space in the Property, including rights of First first refusal, options to extend, and options to expand. D. If Landlord has delivered to Tenant a Offer to Lease and Tenant has not elected to lease the premises offered on the terms contained in the Offer to Lease", then if Landlord so requests, Tenant shall deliver to Landlord or any prospective Tenant a certificate or certificates stating that: (i) Landlord has complied with the provisions of this paragraph 15.17 and may lease the premises in question pursuant to the Offer to Lease free of any rights or claims of Tenant; or (ii) Landlord has not complied with the provisions of this paragraph 15.17 and specifying the manner in which Landlord has failed to so comply. Such certificate shall be delivered promptly after request therefor but in no event not more than five (5) days after request has been delivered to Tenant. Tenant's failure to deliver such certificate within the required time period shall be deemed an admission upon which any party may rely that Landlord has complied with the provisions of this paragraph 15.17 and may lease the premises in question pursuant to the terms of the Offer to Lease free of any rights or claims by Tenant. E. Notwithstanding anything to the contrary contained in the foregoing, Tenant may not exercise its right to lease the space described in the Offer to Lease, nor, at the option of Landlord, shall a new lease for such space commence, unless Tenant demonstrates to Landlord's reasonable satisfaction that Tenant has sufficient creditworthiness to provide adequate assurance of future performance of all of Tenant's obligations under the new lease. F. Within ten (10) days after receipt of written request therefor from Tenant, Landlord shall inform Tenant in writing of the following with respect to all leases affecting the Property: (i) the scheduled lease term expiration date; (ii) any options to extend (including the commencement and termination date of such options to extend); and (iii) such other information as is reasonably requested by Tenant concerning the status of leases then affecting the Property upon as it relates to determining when such leases will terminate and space become available. In addition, Landlord shall use reasonable efforts to promptly notify Tenant of the availability of space within the Property that results from events other than the natural expiration of a lease term (e.g., termination of a lease resulting from a Tenant's default or negotiations regarding the rescission of a lease by mutual consent). G. The parties acknowledge that (i) paragraph 15.17 of the Building C Lease contains substantially the same terms provisions as those set forth in this paragraph 15.17, and conditions as Landlord, at its election, intends to (ii) it is their intention that there be only one right of first offer to lease that is held and may be exercised by only one person or entity. If Landlord complies with the provisions of paragraph 15.17 of this Lease or paragraph 15.17 of the Building C Lease with respect to a lease of space within the Property to a third party. Tenant , Landlord shall be entitled deemed to exercise Tenant's Right have satisfied the requirements of First Offer both Leases with respect to Lease only if at this subject. The parties further agree that the time right of first offer to lease set forth in this paragraph 15.17 and in paragraph 15.17 of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and Building C Lease may only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of be held by one entity who is FMC Corporation or its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereofsuccessor. If Tenant elects not concurrently assigns its interest in this Lease and the Building C Lease to lease the Property, then Landlord shall be free same person or entity pursuant to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced an assignment described by five percent (5%subparagraphs 14.1E(2) or more as compared to (3), such assignment shall not affect the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (provisions of this paragraph 15) days to accept such offer.

Right of First Offer to Lease. Upon After October 31 1996, prior to Lessor accepting any offer to lease future buildings and improvements on the expiration Expansion Land, or prior to Lessor making any offer to lease future building and improvements on the Expansion Land, Lessor shall give Lessee written notice of the Lease Term such offer and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant Lessee shall have a right of first offer ("Tenant's Right of First Offer to Lease") the opportunity to lease the Property upon Expansion Land or the part thereof offered for lease on the terms and conditions set forth in Section 44. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within thirty (30) days from the receipt of the Lessor's notice to agree to lease the portion of the Expansion Land specified in the notice to Lessee. If Lessee fails to exercise its option within the 30-day period, Lessor shall have 270 days thereafter to lease the Expansion Land specified in the notice, but in no case on terms more favorable than those offered to Lessee in Section 44. If Lessor elects, within 270 days of Lessor's notice, to lease the Expansion Land to a third party on terms more favorable to the third party lessee than the terms set forth in Section 44, then Lessor must re-offer the Expansion Land to Lessee on the same terms and conditions as Landlord, at its election, intends offered to offer the third party buyer ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to lease the Property to a third partyExpansion Land. Tenant If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to exercise Tenantlease the Expansion Land to the third party on the terms and conditions set forth in Lessor's Second Notice or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 270 days after which Lessee's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant be in effect for the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerPremises or individual Expansion Land.

Right of First Offer to Lease. Upon the expiration of the Lease Initial Term and provided that Tenant has exercised each the Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise TenantXxxxxx's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offer.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer as to space in the Building which becomes available from time to time on the terms set forth herein, provided that ("Tenant's Right a) the Lease is in full force and effect, and (b) Tenant is not in default, beyond any applicable notice and cure periods, in the performance or observance of First Offer any of the terms and provisions of this Lease on the part of the Tenant to Lease"be performed or observed, and (c) Landlord shall have no obligation to lease make any offer to Tenant hereunder if, at such time as an offer would otherwise be required to be made hereunder, there are 364 or fewer days remaining in the Property upon Term, as the same may have been extended at such time. Such offer shall be on such terms and conditions as Landlord shall elect in its sole discretion. Landlord shall provide written notice of the availability of the space to Tenant. If Tenant fails to accept Landlord’s offer on the terms set forth therein within fifteen (15) days from delivery of Landlord’s notice, at its election, intends to offer Landlord shall have the free right to lease such space to any third party on such terms as it may elect in its sole discretion, provided, however, that if the Property rent and other economic consideration in any contemplated lease for such space to a third party is less than ninety percent (90%) of the rent and other economic consideration under which such space was offered to Tenant, Landlord must again present an offer to Tenant with respect to such space on such lower terms in accordance with the provision hereof, for the same length of term as offered to the third party (provided that the same shall not vest in Tenant any right to extend the Term of this Lease). In addition, (a) Landlord shall reoffer any space to Tenant which has not been leased by Landlord to a third party within twelve (12) months after the date Landlord has offered such space to Tenant hereunder, and (b) if a third party has leased a portion of space declined by Tenant hereunder, Landlord shall reoffer the remaining space to Tenant in accordance with this Article XVI within thirty (30) days after Landlord has executed a lease with such third party. Time is of the essence of the foregoing provisions. Tenant shall be entitled only to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior accept Landlord’s offer as to the expiration space set forth in the offer and no lesser portion thereof. In the event that Tenant provides timely written acceptance of Landlord’s offer, the parties shall enter into an amendment to this Lease Termwhich incorporates the offered space into the Premises on the terms set forth herein. This right shall be personal to Tenant and its Affiliates, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect not be exercisable by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third any other party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offer.

Right of First Offer to Lease. Upon From and after December 1, 2005 and continuing during the expiration Term of the this Lease Term and provided that Tenant has (including any Extension Options exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure periodby Tenant), Tenant shall have a the right of first offer to lease any space which becomes available in the Building ("Tenant's “Right of First Offer Space”) before it is marketed for lease to Lease") any third party (the “Right of First Offer”). If Landlord elects to lease any Right of First Offer Space during the Term, Landlord shall submit to Tenant notice of the basic terms and conditions upon which the Landlord intends to lease the Property Right of First Offer Space (the “First Offer Notice”) and Landlord shall offer the Right of First Offer Space to Tenant upon the same basic terms, covenants and conditions as provided in the First Offer Notice. Tenant shall have five (5) business days to notify Landlord of its election to lease the Right of First Offer Space. If Tenant notifies Landlord in writing of the acceptance of such offer within such five (5) business day period after Landlord has delivered such offer to Tenant, Landlord and Tenant shall within thirty (30) days thereafter enter into a written agreement modifying and supplementing the Lease and specifying that such Right of First Offer Space accepted by Tenant is a part of the Premises for the remainder of the Term, and containing other appropriate terms and conditions relating to the addition of the Right of First Offer Space to this Lease (including specifically any increase or adjustment of the rent as a result of such addition). If Tenant does not notify Landlord in writing of its acceptance of such offer in such five (5) business day period, then Tenant’s rights under this Section 39(b) with respect to the then Right of First Offer Space shall terminate and Landlord shall thereafter be able to lease the Right of First Offer Space or any portion thereof to any third party subject to reinstatement as provided below. In the event Tenant elects not to exercise its right to lease any First Offer Space hereunder, Landlord may for a period of six (6) months thereafter offer such First Offer Space to third parties upon substantially the same terms and conditions as Landlord, at its election, intends offered to offer to lease Tenant in the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease TermNotice. Not more than nine (9) months and not less than three (3) months prior Prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent offering such space to lease the Property and shall indicate the third parties upon rental terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by are at more than five percent (5%) or more as compared less than offered to the Base Rent included Tenant in the First Offer Notice, or if Landlord has not entered into a lease that for the First Offer Space within six (6) months after Tenant rejectedelected (or was deemed to have elected) not to execute its Right of First Offer to lease, Landlord will provide a new First Offer Notice to Tenant setting forth Landlord’s then Landlord shall again offer Tenant the right to acquire the Property upon the same current proposed terms and conditionsconditions for the lease of the First Offer Space, provided and the procedure set forth above shall be repeated except that Tenant shall have only fifteen three (153) business days after receipt of the new First Offer Notice to accept notify Landlord of its election to lease the Right of First Offer Space pursuant to the terms set forth in such offerFirst Offer Notice. Any termination of this Lease shall terminate all rights of Tenant with respect to the Right of First Offer Space. Tenant’s Right of First Offer rights hereunder are personal to Tenant (and any subsidiaries or affiliates of Tenant), and shall not be severable from this Lease.