Common use of RIGHT TO PURCHASE THE PROPERTY Clause in Contracts

RIGHT TO PURCHASE THE PROPERTY. (a) Provided (i) this Lease is then in full force and effect, and (ii) Tenant is not in default hereunder beyond any applicable notice, grace or cure periods, and (iii) Tenant has a lease or leases in effect for and is occupying at least 3 full floors of the Building, then, commencing as of the first day of the Extension Term, and not before, in the event that Landlord shall desire to sell the Property, prior to marketing the Property to the general public, Landlord shall notify Tenant in writing of its desire to sell the Property and, for a period of 30 days following such notice, Tenant shall have the exclusive right to negotiate with Landlord regarding the purchase of the Property by Tenant; provided by granting Tenant such exclusive right to negotiate, Landlord shall not thereby be obligated in any way to sell the Property to Tenant. (b) The foregoing rights shall not apply with respect to (i) any sale or transfer of the Property to or among the beneficiaries of Landlord, or the partners of any beneficiaries of Landlord, or any family members, or to any sale or transfer for nominal consideration (provided in the case of such a sale or transfer, the provisions of this section shall survive and remain in force and effect with respect to any subsequent sale) or (ii) a sale in connection with, or a deed in lieu of, a foreclosure, or a sale by operation of law (provided in the case of such a sale or transfer, the right of Tenant hereunder shall terminate and be of no further force and effect), and Tenants rights hereunder shall specifically be subordinate to the rights of all mortgagees. (c) Tenant’s rights under this Section shall in any event terminate and be void and of no further force and effect upon the earlier of: (i) the end of the 12th Lease Year (December 31, 2015) or (ii) the date of the sale of the Property by Landlord following the notice and exclusive negotiation period provided for above. Tenant’s rights under this Section shall be available only to the named Tenant, Paratek Pharmaceuticals, Inc., or its nominee to take title on its behalf, if any, and upon any assignment of this Lease by the named Tenant (except for an assignment to an entity referred to in Section 17.2(a) of the Lease), the rights granted under this Section shall be void and of no further force and effect. (d) Notwithstanding anything else to the contrary, this Section 5 shall be of no force and effect, and shall be deemed void ab initio, if, prior to the first day of the Extended Term: (i) the Property shall have been sold by Landlord (except for a sale or transfer of the Property to or among the beneficiaries of Landlord, or the partners of any beneficiaries of Landlord, or any family members, or for a sale or transfer for nominal consideration, which sale or transfer shall be subject to the rights of the Tenant hereunder); or (ii) the Property shall be under a written agreement of sale with a prospective purchaser, and subsequent to the first day of the Extended Term the Property shall be sold to such purchaser, or its nominee or assignee.

RIGHT TO PURCHASE THE PROPERTY. Landlord further grants to Tenant a right of first refusal to purchase the Property, provided Tenant is not in default under the Lease at the time such right of first refusal is exercised or at the closing of the sale and purchase of the Property (provided that if any notice of default has been given Tenant shall be afforded any applicable opportunity under the Lease to effect a cure), as follows: (a) Provided Landlord shall not sell the Property to a third party during the Term of this Lease (and any renewal and extensions of the Term) without first offering to sell and convey the same to Tenant in accordance with the following: (i) In the event Landlord determines to sell the Property, Landlord shall give Tenant written notice of such determination (the “Notice of Intent to Sell”), which shall contain the price and the material economic terms and conditions on which Landlord intends to attempt to sell the Property. Tenant shall have thirty (30) days after the receipt or delivery of the Notice of Intent to Sell to exercise Tenant’s right to purchase the Property at the price and on the terms and conditions set forth in the Notice of Intent to Sell, or at such other price and on such other material economic terms and conditions as Landlord and Tenant may agree within said 30-day period, by giving written notice to Landlord prior to the expiration of said 30-day period. (ii) In the event Tenant does not so exercise Tenant’s right to purchase the Property, Landlord shall be entitled to sell the Property to any person or entity at a price of no less than, and on material economic terms and conditions not more economically favorable to the purchaser than, the price and material economic terms and conditions set forth in the Notice of Intent to Sell (or at the price and on the material economic terms and conditions contained in Landlord’s last offer to Tenant, if any such subsequent offer has been made) for a period of one (1) year after the date of the receipt or delivery of the Notice of Intent to Sell. Any such sale shall not be subject to the right of first refusal provided in subparagraph (b) below. (iii) If Landlord does not enter into a contract for the sale of the Property at a price of no less than, and on terms and conditions not more economically favorable to the purchaser than, the price and material economic terms and conditions set forth in Landlord’s notice to Tenant, or at the price and material economic terms contained in Landlord’s last offer to Tenant, as applicable, within one (1) year after the receipt or delivery of the Notice of Intent to Sell, or if Landlord fails to close the sale of the Property at such price and on such material economic terms and conditions, then Landlord must again comply with the provisions of this Lease is then in full subparagraph (a) prior to a sale to a third party. (iv) If Tenant and Landlord agree on the price, terms and conditions for a sale of the Property to Tenant pursuant to the provisions of this subparagraph (a), and Tenant fails to close the purchase of the Property, the provisions of this paragraph 9 shall have no further force and effect, and (ii) Tenant is not in default hereunder beyond any applicable notice, grace or cure periods, and (iii) Tenant has a lease or leases in effect for and is occupying at least 3 full floors of the Building, then, commencing as of the first day of the Extension Term, and not before, in the event that Landlord shall desire to sell the Property, prior to marketing the Property to the general public, Landlord shall notify Tenant in writing of its desire to sell the Property and, for a period of 30 days following such notice, Tenant shall have the exclusive right to negotiate with Landlord regarding purchase the purchase Property under any of the Property by Tenant; provided by granting Tenant such exclusive right to negotiate, Landlord shall not thereby be obligated in any way to sell the Property to Tenantprovisions of either this subparagraph (a) or subparagraph (b) below. (b) Except as otherwise provided in this subparagraph (b), in the event Landlord at any time during the Term of this Lease (and any renewal and extension of the Term) receives an arm’s length and good faith non-binding letter of intent, expression of interest, offer or proposal (“Right of First Refusal Proposal”) from a third party to purchase or acquire the Property that is acceptable to Landlord, Landlord shall not sell and convey the Property without first offering the same to Tenant upon the same price and on the same material economic terms and conditions as contained in the Right of First Refusal Proposal in accordance with the provisions of this subparagraph (b). (i) The foregoing rights provisions of this subparagraph (b) shall apply even if Landlord has given the Notice of Intent to Sell as provided in subparagraph (a) above, but Tenant has not given written notice to Landlord of Tenant’s agreement to purchase the Property at the price and on the material economic terms and conditions set forth in the Notice of Intent to Sell, or Landlord and Tenant have not otherwise agreed to the price and material economic terms and conditions for a sale of the Property to Tenant. If during the 1-year period when Landlord is entitled to sell the Property as provided in subparagraph (a) above, Landlord receives what would otherwise be a Right of First Refusal Offer, but at a price equal to or higher than the price or on material economic terms otherwise less favorable to the purchaser than the material economic terms set forth in the Notice of Intent to Sell (or the price and material economic terms and conditions contained in Landlord’s last offer to Tenant, if any such subsequent offer has been made pursuant to the provisions of subparagraph (a) above), the provisions of this subparagraph (b) shall not apply. (ii) If the provisions of this subparagraph (b) apply, Landlord shall give Tenant written notice (the “Right of First Refusal Notice”) of receipt of such Right of First Refusal Proposal, which notice shall contain the price and the material economic terms and conditions of the Right of First Refusal Proposal, and to the extent then available, a copy of the terms sheet, letter of interest, correspondence, or executed or unexecuted letter of intent or draft agreement reflecting such Right of First Refusal Proposal. (iii) Tenant shall have thirty (30) days from receipt or delivery of the Right of First Refusal Notice from Landlord to exercise Tenant’s right to purchase the Property at the same price, and on the same material economic terms and conditions set forth in the Right of First Refusal Notice by giving written notice to Landlord within said 30-day period. If Tenant fails to so exercise Tenant’s right to purchase the Property, Landlord shall be entitled to sell the Property in accordance with the Right of First Refusal Notice. (iv) The right of first refusal granted to Tenant under this subparagraph (b), and the right of Tenant to purchase the Property under subparagraph (a) above shall terminate upon (A) the failure of Tenant to exercise the right of first refusal with respect to the Property and the sale thereof to a third party, or (B) upon the termination or expiration of this Lease, whichever occurs first. (v) It is expressly agreed that the right of first refusal herein granted shall apply only to a sale and conveyance of the Property to a third party, and shall not apply with respect to (iA) any transfer of the Property, or any part thereof, or any interest therein, arising as a result of the dissolution, liquidation, merger or any change in the ownership interest of Landlord or any of the members of Landlord; or (B) any sale or transfer of any interest in the Property between or among the individuals or entities comprising Landlord (or between or among the members of any such entity); or (C) any transfer of any interest in the Property to or among a trust the beneficiaries of Landlordwhich are any of the individuals comprising Landlord and/or the spouse or descendants of such individuals; or (D) any transfer to a corporation, partnership or other entity in which the individuals or entities (or the partners of any beneficiaries such entities) comprising Landlord are at least seventy-five percent (75%) of Landlord, or any family the members, or to any sale or transfer for nominal consideration (; provided that in the case event of such a sale transfer or transferdisposition, the right of first refusal herein granted to Tenant shall continue to apply to and be binding upon any such transferee. (vi) If Tenant timely exercises its right of first refusal as provided herein, and Tenant fails to close the purchase of the Property, all of the provisions of this section paragraph 9 shall survive and remain in force and effect with respect to any subsequent sale) or (ii) a sale in connection with, or a deed in lieu of, a foreclosure, or a sale by operation of law (provided in the case of such a sale or transfer, the right of Tenant hereunder shall terminate and be of have no further force and effect), and Tenants rights hereunder Tenant shall specifically be subordinate have right to purchase the rights Property under any of all mortgageesthe provisions of either subparagraph (a) above or this subparagraph (b). (c) Tenant’s rights under this Section shall in any event terminate and be void and Notwithstanding the terms of no further force and effect upon a Right of First Refusal Proposal, the earlier of: (i) the end closing of the 12th Lease Year sale and purchase of the Property pursuant to the provisions of (December 31, 2015a) or (iib) above shall occur within thirty (30) days after the date the Tenant agrees to purchase the Property in accordance with the provisions hereof. At the closing, Landlord shall sell and convey the Property to Tenant by Special Warranty Deed subject generally to all restrictions, easements, leases, reservations and other matters that are either recorded in the Office of the County Clerk of Xxxxxx County, Texas, or apparent on the Property, but otherwise free and clear of liens and encumbrances securing loans or liquidated monetary sums other than ad valorem taxes not yet due and payable and any liens or obligations created by the acts of Tenant. The Property shall be sold and accepted by Tenant in its current, “as is, where is” condition without any representations or warranties whatsoever by Landlord, express or implied, as to the condition, fitness, habitability, or compliance with any federal, state or local laws, ordinances or regulations except as expressly set forth in this Lease. Tenant may, at its option and expense, obtain an Owner’s Policy of Title Insurance (unless the Landlord is to pay the cost thereof under the Right of First Refusal Proposal, if applicable). Taxes, rents, and assessments shall be prorated as of the date of the sale closing, and all other costs and expenses shall be allocated between Landlord and Tenant as is customary for similar transactions in Xxxxxx County, Texas. The Base Rent and Tenant’s Additional Rent under the Lease shall be prorated through the date of the Property by Landlord following closing, this Lease shall terminate as of such closing and the notice and exclusive negotiation period provided for above. Tenant’s rights parties shall have no further rights, duties or obligations under this Section shall be available only to Lease from and after the named Tenantdate of the closing, Paratek Pharmaceuticals, Inc., or its nominee to take title on its behalf, if any, and upon any assignment except those provisions hereof that expressly survive the termination of this Lease by the named Tenant (except for an assignment to an entity referred to in Section 17.2(a) of the Lease), the rights granted under this Section shall be void and of no further force and effect. (d) Notwithstanding anything else to the contrary, It is further expressly understood and agreed that this Section 5 Lease shall be of no continue in full force and effecteffect after, and the landlord tenant relationship shall not be deemed void ab initioterminated by, if, prior to the first day delivery of the Extended Term: (i) notice of Landlord’s intent to sell the Property or the Right of First Refusal Notice. Landlord and Tenant shall have been sold continue to be bound by Landlord (except for a the other provisions of this Lease until the closing of the sale or transfer and purchase of the Property to or among in accordance with the beneficiaries of Landlordterms hereof, or the partners expiration or earlier termination of any beneficiaries this Lease. If an event occurs after the delivery of Landlord, ’s notice of intent to sell the Property or any family members, or for a sale or transfer for nominal consideration, which sale or transfer shall the Right of First Refusal Notice that would be subject to an event of default by Tenant hereunder after notice and the rights passage of the time provided, if any, to cure and correct such default, Tenant hereunder); or (ii) shall have no right to exercise the right it otherwise would have to purchase the Property shall be under a written agreement of sale with a prospective purchaserunless and until such default is cured within the time, and subsequent to the first day of the Extended Term the Property shall be sold to such purchaserif any, or its nominee or assigneeprovided herein.