Second Option. Provided that TENANT is not in default, TENANT shall be entitled to exercise a second option to extend the term of this Lease for a period of nine (9) years and eleven (11) months beginning upon the expiration of the Option Term. TENANT shall automatically exercise its option, unless it provides LANDLORD with written notice of its intention not to exercise the option not less than two hundred seventy (270) days prior to the expiration of the Option Term. In the event that TENANT exercises said option, TENANT shall pay to LANDLORD a guaranteed Annual Minimum Rent (“Fixed Minimum Rent”). The amount of the Fixed Minimum Rent shall be determined as follows: Between two hundred seventy (270) and two hundred forty (240) days prior to the expiration of the Option Term, LANDLORD shall submit to TENANT in writing a statement of what it considers to be the Fair Rental Value the Leased Premises for the first sixty (60) months of the second Option Term and for the last fifty-nine (59) months of the second Option Term. In the event TENANT does not object to same in writing within fifteen (15) days after receipt of LANDLORD’S statement, the amounts set forth shall become the Fixed Minimum Rental during the second Option Term. If the TENANT objects to the Fair Rental Value established by LANDLORD in writing within the time period set forth above, then the parties shall each appoint an appraiser, competent in the field of commercial real estate, which appraisers shall then appoint a third independent appraiser, competent in the field of commercial real estate. The three appraisers shall then together determine a Fair Rental Value of the Leased Premises for the second Option Term. In the event of a disagreement between the three, a majority decision shall be binding. The cost of such appraisers shall be split equally between both parties and the appraisers’ determination shall be final and unappealable, subject to the conditions below. In no event shall the Fixed Minimum Rental for the second Option Term be less than Nineteen Thousand Ten ($19,010.94) Dollars and ninety-four cents per month. After the Fair Rental Value for the Second Option Term is established, TENANT shall have ten (10) days to deliver a written objection to the Fair Rental Value as determined by the appraisers to LANDLORD. If TENANT fails to make such a written objection, the Fair Rental Value determined by the appraisers shall control. If TENANT objects to the Fair Rental Value, said objection shall ope...
Second Option. Landlord hereby grants to Tenant the option to extend the term of this Lease for a five (5) year period commencing on the date the First Option Period expires (the "Second Option Period") upon each and all of the following terms and conditions:
(a) Tenant gives to Landlord, and Landlord actually receives, on a date which is prior to the date that the Second Option Period would commence (if exercised) by at least ten (10) and not more than thirteen (13) months, a written notice of exercise of the option to extend this Lease for said additional term, time being of the essence. Such notice shall be delivered in accordance with Paragraph 23 hereof. If said notification of the exercise of said option is not so given and received, this option shall automatically expire;
(b) The provisions of Paragraph 39, including the provision relating to default of Tenant set forth in Paragraph 39.3 of this Lease are conditions of this option;
(c) All of the terms and conditions of this Lease except where specifically modified by this option shall apply; except that Tenant shall have no further option to extend the term of this Lease;
(d) Any prior Tenant that has not been expressly released from liability under this Lease, and any guarantor of the Tenant's performance hereunder, expressly reaffirms in writing the extension of their liability for the term of the option; and
(e) The monthly Base Rent for each month of the second option period shall be the Fair Market Rent of the Premises as of the commencement of the Second Option Period, but in no event less than the monthly Base Rent scheduled to be paid during the month prior to the commencement of the Second Option Period.
Second Option. Contemporaneously with the delivery of the Option Exercise Notice for the second Option Target, Novartis will provide an Option Selection Notice to Surface indicating whether the Option for the second Option Target will be a Regional Option or a Global Option or whether Novartis will terminate its rights to such Option Target in accordance with Section 4.2.7. Notwithstanding the foregoing, Novartis, in its sole discretion, may indicate that Novartis elects to defer its right to select the Option structure until the third Option Target achieves an IND Acceptance in accordance with Section 4.2.3.3 and instead permit Surface to issue an Option Selection Notice to Novartis for the second Option Target (the “Novartis Deferral Notice”). In the event that Novartis issues the Novartis Deferral Notice, Surface will provide an Option Selection Notice to Novartis within [***] after receipt of the Novartis Deferral Notice indicating whether the Option for the second Option Target will be a Regional Option or a Global Option.
Second Option. Subject to approval by the Board, as soon as administratively practicable following the Effective Date, Executive shall be granted a stock option to purchase 750,000 shares of the Company's Common Stock at an exercise price equal to the fair market value of such common stock on the date of grant (the "Second Option"). The First Option together with the Second Option shall each be referred to as an "Option" and collectively as the "Options." The Second Option shall vest as to 100% of the shares subject to such Option five (5) years following its date of grant. Notwithstanding the foregoing, if within six (6) months following the Effective Date the Board approves the Executive's business plan for the Company, which such approval shall not be unreasonably withheld, the Second Option shall vest as to 25% of the shares subject to such Option eighteen (18) months following the Effective Date, and as to 1/48th of the shares subject to such Option monthly thereafter, so that the Second Option will be fully vested and exercisable fifty-four (54) months from the Effective Date, subject to Executive's continued service to the Company on the relevant vesting dates. The Second Option will be subject to the terms, definitions and provisions of the Option Plan and the stock option agreement to be executed by Executive and the Company (the "Second Option Agreement"), both of which documents are to be approved by the Board and will be at that time incorporated herein by reference. The First Option Agreement together with the Second Option Agreement shall each be referred to as the "Option Agreement" or collectively as the "Option Agreements."
Second Option. In further consideration for the exercise of the Second Option, ROCHE shall pay to ENS the following amounts in accordance with and at the times set out as follows. Phase III Initiation * *** NDA Filing of first indication in US * *** NDA Filing of first indication in EU * *** NDA Filing of first indication in Japan * *** First Commercial Sale in US * *** First Commercial Sale in EU * *** First Commercial Sale in Japan * *** First time annual Net Sales exceed US$**** * *** First time annual Net Sales exceed US$**** * ***
Second Option. In further consideration for the exercise of the Second Option, ROCHE shall pay to ENS royalties on Net Sales of Product calculated separately in respect of each band of income in each calendar year at the rate of royalty set out opposite the relevant band in the table below. Royalties on Net Sales below **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales **** * *** Royalties on Net Sales above **** * ***
Second Option. The Partnership shall have an additional sixty (60) days after the expiration of the two option periods set forth in Section 9.5 to elect to purchase all or part of the interest in the Partnership of the Transferor Partner not purchased pursuant to the First Option, at the Offer Price or, if there is no Written Offer, at the Transfer Price. The interest in the Partnership so purchased from a Transferor Partner, including the related Partnership Percentage and Capital Account, shall be allocated among all of the then remaining Partners, who shall succeed to such interest as an interest of the same class held by such remaining Partners. In the event a Transferor Partner has given notice of his intention to sell his entire interest in the Partnership without a Written Offer, it being the Transferor Partner's intention to withdraw from the Partnership, the exercise of the Second Option shall be mandatory with respect to any portion of the Transferor Partner's interest in the Partnership not purchased pursuant to the First Option, and the Partnership shall exercise its Second Option with respect to any portion of the Transferor Partner's interest in the Partnership not purchased pursuant to the First Option.
Second Option. If You have chosen a Lawyer who is not a Network Lawyer, You must provide Us with an Official Claim Form (if We have not received it yet), within 7 days of consulting with that Lawyer. Please be aware that the Lawyer: - may not be prepared to charge at Our Tariffs or, - may not agree to assist You to comply with Our reasonable requests for relevant information. It is in Your own interests to clarify the 2 points above with Your Lawyer. If You or Your Lawyer do not provide Us with information We reasonably need to process Your Insurance claim, We will not pay any of Your legal expenses. If Your Lawyer agrees to co-operate but does not agree to charge at Our Tariffs, We will adjust the Lawyer’s total charges to Our Tariffs and pay that amount. You will then be personally responsible to pay the shortfall to Your Lawyer out of Your own pocket. Refer to Diagram. SECTION 12 Payment of Premiums, Exchange of Information, Communication and Leniency SECTION 13 Premium Increase, Change of Terms and Cancellation
1. Payment of Premiums
a) The monthly premium is due on the 1st (first) day of every month, even though We may collect it at any time up to the end of a month.
b) You must make sure that premiums are paid, even if someone else pays them on Your behalf.
c) If a debit order deduction is not successful for whatever reason on the premium due date, resulting in Your Membership going into arrears, We may do a double premium deduction from Your nominated bank account on the next premium due date.
d) If You pay by debit or stop order:
i. We do not pay the collection costs and any unusual additional fees or charges by Your bank;
ii. If You want Us to change or cancel Your debit or stop order arrangement, You must contact Us at least 30 days before the existing collection date.
2. Exchange of Information and Confidentiality
a) We are committed to Protecting Your privacy and have thus implemented appropriate measures to keep Your information complete, secure, and accurate and in accordance with applicable privacy legislation.
b) You agree to provide Your personal information to gain access to Our products and services and to allow Us to administer Your Insurance product and/ or to advance Your case.
c) You agree that We can provide any information (including personal information), to Your Lawyer or applicable third party if it is needed to handle Your Case or if a law or Court requires us to do it.
d) You agree that your Lawyer or any other person who has it can provide ...
Second Option. Following the Closing Date, and subject to the approval of the Board, the Committee or the Delegate, as applicable, the Company shall grant Executive a stock option with a grant date fair value of $2,800,000 (the “Second Option”). The Second Option shall be granted as soon as reasonably practicable after the Closing Date. The exercise price per share will be equal to the fair market value per share on the date the Second Option is granted, as determined by the Board in good faith. There is no guarantee that the Internal Revenue Service will agree with this value. Executive should consult with Executive’s own tax advisor concerning the tax risks associated with accepting an option to purchase a share of the Company’s common stock. The term of the Second Option shall be ten (10) years, subject to earlier expiration in the event of the termination of Executive’s services to the Company. Subject to any vesting acceleration rights Executive may have, the Second Option will vest on a monthly basis over a 4-year period, subject to Executive continuing to provide services to the Company through each vesting date. The Second Option will be subject to the terms, definitions and provisions of the Company’s then-current equity incentive plan (the “Equity Plan”) and the stock option agreement by and between Executive and the Company evidencing the grant of the Second Option, which Executive will be required to sign, both of which documents are incorporated herein by reference.
Second Option. If GSK's Development Election is exercised for a Refused Candidate during the Second Option Period for such Refused Candidate pursuant to Sections 4.3.1(c) or 4.3.2(a), the Product Acceptance Milestone(s) to be paid to EXEL shall be [ * ] , which shall be determined [ * ] and shall be paid within [ * ] of the delivery of notice to EXEL regarding such exercise (subject to Section 14.6).
