Common use of Tenant Expansion Right Clause in Contracts

Tenant Expansion Right. Landlord and Tenant agree and acknowledge that any rights of first offer and/or expansion described in the Lease have all expired pursuant to their terms. Effective June 30, 2016 and ending June 30, 2017, Tenant shall have the one-time right to notify Landlord, in writing (such notice, a “Tenant’s Expansion Need Notice”), that Tenant’s business needs require, as determined by Tenant acting in good faith, additional office space in Emeryville, California. Tenant’s Expansion Need Notice shall specify the amount of rentable area that Tenant requires (in rentable square feet), which amount must be between thirty-thousand (30,000) rentable square feet and forty-five thousand (45,000) rentable square feet (“Tenant’s Identified Space Need”). Tenant’s Expansion Need Notice shall also specify the term (the “Proposed Expansion Term”) for which Tenant proposes to lease the space described in such Tenant’s Expansion Need Notice. The Proposed Expansion Term shall be no less than seven (7) years and shall be no greater than twelve (12) years. Landlord shall have up to ninety (90) days following its receipt of Tenant’s Expansion Need Notice to notify Tenant, in writing, that Landlord either: a) intends to meet Tenant’s increased office space need at fair market terms in a property located in Emeryville, California, owned or controlled by Landlord or an affiliate, or b) that Landlord does not intend to meet Tenant’s expansion space needs (in each case, a “Landlord’s Notice To Tenant Regarding Expansion”). The failure of Landlord to deliver a Landlord’s Notice to Tenant Regarding Expansion within such ninety (90) day period shall be deemed to be delivery of a Landlord’s Notice to Tenant Regarding Expansion indicating that Landlord does not intend to meet Tenant’s increased space need. If Landlord’s Notice to Tenant Regarding Expansion indicates that Landlord intends to meet Tenant’s increased space need (an “Acceptance Notice”), then the Acceptance Notice must identify with specificity: a) the space Landlord will lease to Tenant (the “Expansion Space”), and b) the building in which the Expansion Space is situated (the “Proposed Property”). The Proposed Property shall either be a) reasonably similar (or better) in quality to the Building or to comparable Class A office or office/laboratory buildings in Emeryville with modern steel and/or concrete construction, or b) the Building. The Expansion Space must be located in the Proposed Property. The Expansion Space identified by Landlord in the Acceptance Notice must be sized so that the rentable area of the Expansion Space is an amount determined by Landlord (the “Determined Size”) that is: a) no greater than the lesser of 45,000 rentable square feet or one hundred ten percent (110%) of the size proposed in Tenant’s Expansion Need Notice, and b) no less than ninety percent (90%) of the size proposed in Tenant’s Expansion Need Notice. Landlord shall designate the Expansion Space so that: a) it is located on one (1) floor or two (2) floors on the same elevator bank, and b) any space on a floor is contiguous to the other space on such floor and is reasonably configured (including, but not limited to, containing a reasonable amount of space located along windows and core space). Landlord and Tenant will work cooperatively and in good faith for a period of no more than thirty (30) days following the date of Tenant’s receipt of an Acceptance Notice (the “Expansion Space Negotiation Period”) to agree to the fair market rental terms (collectively, the “Fair Market Terms,” and each such term, a “Fair Market Term”) under which Tenant will lease the Expansion Space and to document said agreed terms in a lease document materially similar in legal form to this Lease (the “New Lease”). The Fair Market Terms shall comply with the following provisions: 1) The Fair Market Terms shall be the terms, collectively, of leases for space comparable in size, location and quality to the premises in question which are under primary lease (and not sublease) to new or renewing tenants of comparable financial standing to Tenant, for a term comparable to the Proposed Expansion Term, and taking into consideration existing improvements. 2) The Fair Market Terms shall include, but not be limited to, rent, a tenant improvement allowance (if applicable), parking rights, renewal periods and expansion rights. 3) The Fair Market Terms shall include a market-level security deposit (to take the form of the direct transfer of funds or the provision of a letter of credit reasonably satisfactory in form and substance to Landlord), taking into account tenants with a credit standing and financial standing comparable to that of Tenant at the time the Fair Market Terms are determined. 4) The monthly base rent for the Expansion Space shall be at a Fair Market Rate considering the other terms and conditions addressed herein (such as lease term, tenant improvement allowance (if any), Tenant’s financial standing, the fact that the Expansion Space is being delivered in its as-is condition, etc.). Notwithstanding the foregoing, in no event shall the monthly base rent for the first 22,034 rentable square feet of the Expansion Space be less than the Monthly Base Rent Tenant is then paying under the Lease (as amended by this Third Amendment) at the time, but there shall be no floor to the monthly base rent for that portion of the Expansion Space’s rentable area that exceeds 22,034 rentable square feet. By way of example, if the rentable area of the Expansion Space totals 35,000 square feet, the limitations described above shall apply to 22,034 rentable square feet of the Expansion Space but not to the remaining 12,966 rentable square feet.

Tenant Expansion Right. Landlord (a) Notwithstanding anything herein to the contrary, provided Tenant is not in default under this Lease beyond the applicable notice and Tenant agree cure period, and acknowledge that any rights of first offer and/or expansion described in the Lease have all expired pursuant subject to their terms. Effective June 30, 2016 and ending June 30, 2017this Section 10, Tenant shall have the oneone time opportunity (“Expansion Opportunity”) to lease, at Landlord’s option, (i) 17,000 contiguous square feet of office space in the Building on or above floor 13 (the “BP Space”), or (ii) 33,000 contiguous square feet of office space in Lincoln Square (the “LS Space”) or the proposed Lincoln Square expansion (the “LSE Space”), which lease shall be effective on the earlier of (i) the first day of the fifty-time right second (52nd) month following the Commencement Date, or (ii) the date Tenant first occupies the Expansion Space. The BP Space, LS Space, and LSE Space are collectively referred to notify Landlordherein as the “Expansion Space”. To exercise Tenant’s Expansion Opportunity, in writing Tenant must give written notice to Landlord (such notice, a “Tenant’s Expansion Need Notice”), that Tenant’s business needs require, as determined by ) prior to the last day of the thirty-sixth (36th) month following the Commencement Date. If Tenant acting in good faith, additional office space in Emeryville, California. exercises Tenant’s Expansion Need Notice shall specify the amount of rentable area that Tenant requires (in rentable square feet)Opportunity, which amount must be between thirty-thousand (30,000) rentable square feet and forty-five thousand (45,000) rentable square feet (“Tenant’s Identified Space Need”). Tenant’s Expansion Need Notice shall also specify the term (the “Proposed Expansion Term”) for which Tenant proposes to lease the space described in such Tenant’s Expansion Need Notice. The Proposed Expansion Term shall be no less than seven (7) years and shall be no greater than twelve (12) years. then Landlord shall have up until the last day of the forty-second (42nd) month following the Commencement Date to ninety determine whether either Expansion Space described in Section (90i) days following its receipt of Tenant’s Expansion Need Notice to notify Tenant, or (ii) above will be available. If Landlord determines that the BP Space will be available and so notifies Tenant in writing, that Landlord either: a) intends to meet Tenant’s increased office space need at fair market terms in a property located in Emeryville, California, owned or controlled by Landlord or an affiliate, or b) that Landlord does not intend to meet Tenant’s expansion space needs writing (in each case, a “Landlord’s Notice To Tenant Regarding Expansion”). The failure of Landlord to deliver a Landlord’s Notice to Tenant Regarding Expansion within such ninety (90) day period shall be deemed to be delivery of a Landlord’s Notice to Tenant Regarding Expansion indicating that Landlord does not intend to meet Tenant’s increased space need. If Landlord’s Notice to Tenant Regarding Expansion indicates that Landlord intends to meet Tenant’s increased space need (an “Acceptance Space Notice”), then this Lease shall be amended to, among other things, provide for the Acceptance Notice must identify with specificity: a) the space Landlord will lease to Tenant (the “Expansion Space”), BP Space and b) the building in which set forth the Expansion Space is situated Rent (defined below), effective date for such Expansion Space rent, and the “Proposed Property”)Rentable Area for the BP Space. The Proposed Property BP Space shall either be a) reasonably similar (or better) in quality become the Leased Premises for all purposes, including but not limited to the Building calculation of all Additional Rent and Other Charges due under the Lease, and shall be subject to all terms and conditions of the Lease. If Landlord delivers Landlord’s Space Notice with respect to the LS or LSE Space, then Landlord’s or Landlord’s affiliate, as the case may be, and Tenant shall exercise diligent good faith efforts to comparable Class A office arrive at mutually acceptable lease terms setting forth the LS Space or office/laboratory buildings in Emeryville with modern steel and/or concrete constructionLSE Space, or b) as the Building. The Expansion Space must be located in the Proposed Property. The Expansion Space identified by Landlord in the Acceptance Notice must be sized so that the rentable area of case may be, the Expansion Space is an amount determined by Landlord Rent, effective date for such Expansion Space Rent, and the Rentable Area for the LS Space or LSE Space, which terms shall be generally consistent with this Lease. Expansion Space Rent shall commence upon the earlier of (i) the “Determined Size”) that is: a) no greater than the lesser of 45,000 rentable square feet or one hundred ten percent (110%) of the size proposed in date Tenant’s Expansion Need Notice, and b) no less than ninety percent (90%) of the size proposed in Tenant’s Expansion Need Notice. Landlord shall designate first occupies the Expansion Space so that: afor business, or (ii) it is located on one (1) floor or two (2) floors on the same elevator bank, and b) substantial completion of any space on a floor is contiguous tenant improvements to the other space on such floor and is reasonably configured (including, but not limited to, containing a reasonable amount of space located along windows and core space). Landlord and Tenant will work cooperatively and in good faith for a period of no more than thirty (30) days following the date of Tenant’s receipt of an Acceptance Notice (the “Expansion Space Negotiation Period”) to agree to the fair market rental terms (collectively, the “Fair Market Terms,” and each such term, a “Fair Market Term”) under which Tenant will lease the Expansion Space and to document said agreed terms performed by Landlord or Landlord’s affiliate. Any tenant improvements performed by Landlord or Landlord’s affiliate in a lease document materially similar in legal form to this Lease (the “New Lease”). The Fair Market Terms shall comply with the following provisions: 1) The Fair Market Terms shall be the terms, collectively, of leases for space comparable in size, location and quality to the premises in question which are under primary lease (and not sublease) to new or renewing tenants of comparable financial standing to Tenant, for a term comparable to the Proposed Expansion Term, and taking into consideration existing improvements. 2) The Fair Market Terms shall include, but not be limited to, rent, a tenant improvement allowance (if applicable), parking rights, renewal periods and expansion rights. 3) The Fair Market Terms shall include a market-level security deposit (to take the form of the direct transfer of funds or the provision of a letter of credit reasonably satisfactory in form and substance to Landlord), taking into account tenants with a credit standing and financial standing comparable to that of Tenant at the time the Fair Market Terms are determined. 4) The monthly base rent for the Expansion Space shall be at a Fair Market Rate considering completed on or before July 31, 2017. If Landlord does not deliver Landlord’s Space Notice on or before the other terms and conditions addressed herein last day of the forty-second (42nd) month following the Commencement Date, then Tenant shall have the right to terminate this Lease effective on the last day of the forty-eighth (48th) month following the Commencement Date. To exercise such as lease termtermination right, tenant improvement allowance Tenant shall deliver written notice to Landlord on or before the end of the forty-third (if any), 43rd) month of the Lease Term. Tenant’s financial standingfailure to provide the termination notice set forth in this Section 10 shall automatically terminate Tenant’s right to terminate this Lease pursuant to this Section 10. (b) Notwithstanding anything herein to the contrary, if Landlord delivers Landlord’s Space Notice as provided herein, the fact that Rent for the Expansion Space is being delivered (“Expansion Space Rent”) shall be the Fair Market Rent (as defined below) for comparable space in its as-is conditionthe Bank of America Building, etc.Lincoln Square or the Lincoln Square expansion, as the case may be (“Comparable Space”). Notwithstanding If there is no Comparable Space in the foregoingBank of America Building, in no event shall Lincoln Square, or the monthly base rent for the first 22,034 rentable square feet of the Expansion Space be less than the Monthly Base Rent Tenant is then paying under the Lease (as amended by this Third Amendment) Lincoln Square expansion at the time, but Tenant shall pay, as Expansion Space Rent, whatever the fair market rent in the Bank of America Building, Lincoln Square, or Lincoln Square expansion would be if there was such Comparable Space in the Bank of America Building, Lincoln Square, or Lincoln Square expansion. The term “Fair Market Rent” shall mean the rent that would be paid by a willing tenant entering into a new lease for Comparable Space for a term of not less than five (5) years. Tenant concessions shall be no floor included in the determination of fair market rent with respect to tenants who are entering into new leases at Bellevue Place, Lincoln Square or the monthly base rent for that portion of the Expansion Space’s rentable area that exceeds 22,034 rentable square feetLincoln Square expansion. By way of exampleThe term “tenant concessions” shall include, if the rentable area of the Expansion Space totals 35,000 square feetwithout limitation, the limitations described above shall apply to 22,034 rentable square feet of the Expansion Space but not to the remaining 12,966 rentable square feetsuch inducements as tenant improvements and free rent.

Tenant Expansion Right. Landlord (a) Notwithstanding anything herein to the contrary, provided Tenant is not in default under this Lease beyond the applicable notice and Tenant agree cure period, and acknowledge that any rights of first offer and/or expansion described in the Lease have all expired pursuant subject to their terms. Effective June 30, 2016 and ending June 30, 2017this Section 37.23, Tenant shall have the one-one time right opportunity (“Expansion Opportunity”) to notify Landlordlease, as mutually agreed by Landlord and Tenant, the following office space, (i) additional space in writing the Building so that Tenant will have approximately 72,000 rentable square feet of office space in the Building, which includes space Tenant currently occupies, or may in the future occupy (such noticethe “BP Space”), as described herein below, or (ii) approximately 72,000 rentable square feet of contiguous office space in Lincoln Square on no more than four (4) floors (the “LS Space”), or (iii) approximately 72,000 rentable square feet of contiguous office space on no more than four (4) floors in the proposed Lincoln Square Expansion (the “LSE Space”), which lease shall be effective on the date Tenant first occupies the Expansion Space for business. The BP Space, LS Space, and LSE Space are collectively referred to herein as the “Expansion Space”. To exercise Tenant’s Expansion Opportunity with regard to the BP Space, Tenant must send a written request to Landlord no sooner than May 15, 2015, nor later than August 5, 2015 (“Tenant’s BP Space Expansion Need Notice”), (i) requesting that Tenant’s business needs requireLandlord confirm in writing, as determined by Tenant acting in good faith, additional office space in Emeryville, California. Tenant’s Expansion Need Notice shall specify the amount of rentable area that Tenant requires (in rentable square feet), which amount must be between thirty-thousand (30,000) rentable square feet and forty-five thousand (45,000) rentable square feet (“Tenant’s Identified Space Need”). Tenant’s Expansion Need Notice shall also specify the term (the “Proposed Expansion Term”) for which Tenant proposes to lease the space described in such Tenant’s Expansion Need Notice. The Proposed Expansion Term shall be no less than seven (7) years and shall be no greater than twelve (12) years. Landlord shall have up to within ninety (90) days following its of receipt of Tenant’s Expansion Need Notice such notice, whether Landlord will make available to notify TenantTenant approximately 72,000 rentable square feet in the Building on or before September 30, in writing2016 (subject to Section 37.13), that Landlord eitherwhich BP Space is generally described as follows: aXxxxxxxxxx.xxx NNN Lease 40 and (ii) intends affirming its desire to meet Tenant’s increased office lease additional space need at fair market terms in a property located in Emeryville, California, owned or controlled by from Landlord or an Landlord’s affiliate, or b) . If Landlord determines that Landlord does not intend it will make the BP Space available to meet Tenant’s expansion space needs Tenant and so notifies Tenant in writing (in each case, a “Landlord’s Notice To Tenant Regarding Expansion”). The failure of Landlord to deliver a Landlord’s Notice to Tenant Regarding Expansion within such ninety (90) day period shall be deemed to be delivery of a Landlord’s Notice to Tenant Regarding Expansion indicating that Landlord does not intend to meet Tenant’s increased space need. If Landlord’s Notice to Tenant Regarding Expansion indicates that Landlord intends to meet Tenant’s increased space need (an “Acceptance Space Notice”), then this Lease shall be amended to, among other things, provide for the Acceptance Notice BP Space and set forth the Expansion Space Rent (defined below), effective date for such Expansion Space Rent, and the Rentable Area for the BP Space. The BP Space shall become the Leased Premises for all purposes, including but not limited to the calculation of all Additional Rent and Other Charges due under the Lease, and shall be subject to all terms and conditions of the Lease. If Landlord determines that the BP Space will not be made available to Tenant, this Lease shall continue in full force and effect, subject to Tenant’s Expansion Opportunity with regard to the LS Space or the LSE Space. If Tenant does not deliver Tenant’s BP Space Expansion Notice, then this Lease shall continue in full force and effect. To exercise Tenant’s Expansion Opportunity with regard to the LS Space or the LSE Space, Tenant must identify with specificity: a) the space send a written request to Landlord will lease to Tenant on or before December 31, 2015 (the “Tenant’s LS/LSE Space Expansion SpaceNotice”), requesting that Landlord confirm in writing, within ninety (90) days of receipt of such notice, whether Landlord or Landlord’s affiliate will make available to Tenant approximately 72,000 contiguous rentable square feet in Lincoln Square or Lincoln Square expansion on or before June 30, 2017 (subject to Section 37.13). If Landlord delivers Landlord’s Space Notice with respect to the LS Space or LSE Space, then Landlord’s or Landlord’s affiliate, as the case may be, and b) Tenant shall exercise diligent good faith efforts to arrive at mutually acceptable lease terms setting forth the building in which LS Space or LSE Space, as the case may be, the Expansion Space is situated (Rent, effective date for such Expansion Space Rent, and the “Proposed Property”)Rentable Area for the LS Space or LSE Space, which terms shall be generally consistent with this Lease. The Proposed Property shall either be a) reasonably similar If Landlord (or betterLandlord’s affiliate) in quality to the Building or to comparable Class A office or office/laboratory buildings in Emeryville with modern steel and/or concrete construction, or b) the Building. The Expansion Space must be located in the Proposed Property. The Expansion Space identified by Landlord in the Acceptance Notice must be sized so that the rentable area of the Expansion Space is an amount determined by Landlord (the “Determined Size”) that is: a) no greater than the lesser of 45,000 rentable square feet or one hundred ten percent (110%) of the size proposed in Tenant’s Expansion Need Notice, and b) no less than ninety percent (90%) of the size proposed in Tenant’s Expansion Need Notice. Landlord shall designate the Expansion Space so that: a) it is located on one (1) floor or two (2) floors on the same elevator bank, and b) any space on a floor is contiguous to the other space on such floor and is reasonably configured (including, but not limited to, containing a reasonable amount of space located along windows and core space). Landlord and Tenant will work cooperatively enter into a lease for the LS Space or LSE Space, Tenant may terminate this Lease and in good faith for a period of no more than the Current Lease (subject to Section 37.23(d) below) upon written notice delivered to Landlord within thirty (30) days following the execution of such lease, in which event this Lease shall terminate and be of no further force or effect upon the rent commencement date set forth in a lease executed by Landlord (or Landlord’s affiliate) and Tenant for the LS Space or the LSE Space. The termination shall operate as if it were the expiration date set forth in Section 1.13 above, and all references in this Lease to the original Expiration Date shall refer to such earlier termination date. Expansion Space Rent shall commence upon the earlier of (i) one (1) week following substantial completion of any tenant improvements to the Expansion Space performed by Landlord or Landlord’s affiliate, or (ii) the date Tenant first occupies the Leased Premises for business purposes. If Landlord does not deliver Landlord’s Space Notice within ninety (90) days of receipt of Tenant’s receipt of an Acceptance LS/LSE Space Expansion Notice or Tenant’s BP Space Expansion Notice, Xxxxxxxxxx.xxx NNN Lease 41 then Tenant shall have the right to terminate this Lease effective March 31, 2017. To exercise such termination right, Tenant shall deliver written notice to Landlord on or before April 30, 2016. Tenant’s failure to provide the termination notice set forth in this Section 37.23 shall automatically terminate Tenant’s right to terminate this Lease pursuant to this Section 37.23. (b) Notwithstanding anything herein to the “contrary, if Landlord delivers Landlord’s Space Notice as provided herein, the lease term for such Expansion Space Negotiation Period”) to agree to the fair market rental terms (collectively, the “Fair Market Terms,” and each such term, a “Fair Market Term”) under which Tenant will lease the Expansion Space and to document said agreed terms in a lease document materially similar in legal form to this Lease (the “New Lease”). The Fair Market Terms shall comply with the following provisions: 1) The Fair Market Terms shall be the terms, collectively, of leases for space comparable in size, location and quality to the premises in question which are under primary lease (and not sublease) to new or renewing tenants of comparable financial standing to Tenant, for a term comparable to the Proposed Expansion Term, and taking into consideration existing improvements. 2) The Fair Market Terms shall include, but not be limited to, rent, a tenant improvement allowance less than five (if applicable), parking rights, renewal periods 5) years and expansion rights. 3) The Fair Market Terms shall include a market-level security deposit (to take the form of the direct transfer of funds or the provision of a letter of credit reasonably satisfactory in form and substance to Landlord), taking into account tenants with a credit standing and financial standing comparable to that of Tenant at the time the Fair Market Terms are determined. 4) The monthly base rent Rent for the Expansion Space (“Expansion Space Rent”) shall be at a the Fair Market Rate considering Rent (as defined below) for comparable space in the other terms and conditions addressed herein Bank of America Building, Lincoln Square or the Lincoln Square expansion, as the case may be (such as lease term, tenant improvement allowance (if any), Tenant’s financial standing, the fact that the Expansion Space is being delivered in its as-is condition, etc.“Comparable Space”). Notwithstanding If there is no Comparable Space in the foregoingBank of America Building, in no event shall Lincoln Square, or the monthly base rent for the first 22,034 rentable square feet of the Expansion Space be less than the Monthly Base Rent Tenant is then paying under the Lease (as amended by this Third Amendment) Lincoln Square expansion at the time, but Tenant shall pay, as Expansion Space Rent, whatever the fair market rent in the Bank of America Building, Lincoln Square, or Lincoln Square expansion would be if there was such Comparable Space in the Bank of America Building, Lincoln Square, or Lincoln Square expansion. The term “Fair Market Rent” shall mean the rent that would be paid by a willing tenant entering into a new lease for Comparable Space for a term of not less than five (5) years. Tenant concessions shall be no floor included in the determination of fair market rent with respect to tenants who are entering into new leases at Bellevue Place, Lincoln Square or the monthly base rent for that portion of the Expansion Space’s rentable area that exceeds 22,034 rentable square feetLincoln Square expansion. By way of exampleThe term “tenant concessions” shall include, if the rentable area of the Expansion Space totals 35,000 square feetwithout limitation, the limitations described above shall apply to 22,034 rentable square feet of the Expansion Space but not to the remaining 12,966 rentable square feetsuch inducements as tenant improvements and free rent.

Tenant Expansion Right. Landlord (a) Notwithstanding anything herein to the contrary, provided Tenant is not in default under this Lease beyond the applicable notice and Tenant agree cure period, and acknowledge that any rights of first offer and/or expansion described in the Lease have all expired pursuant subject to their terms. Effective June 30, 2016 and ending June 30, 2017this Section 37.23, Tenant shall have the one-one time right opportunity (“Expansion Opportunity”) to notify Landlordlease, as mutually agreed by Landlord and Tenant, the following office space, (i) additional space in writing the Building so that Tenant will have approximately 72,000 rentable square feet of office space in the Building, which includes space Tenant currently occupies, or may in the future occupy (such noticethe “BP Space”), as described herein below, or (ii) approximately 72,000 rentable square feet of contiguous office space in Lincoln Square on no more than four (4) floors (the “LS Space”), or (iii) approximately 72,000 rentable square feet of contiguous office space on no more than four (4) floors in the proposed Lincoln Square Expansion (the “LSE Space”), which lease shall be effective on the date Tenant first occupies the Expansion Space for business. The BP Space, LS Space, and LSE Space are collectively referred to herein as the “Expansion Space”. To exercise Tenant’s Expansion Opportunity with regard to the BP Space, Tenant must send a written request to Landlord no sooner than May 15, 2015, nor later than August 5, 2015 (“Tenant’s BP Space Expansion Need Notice”), (i) requesting that Tenant’s business needs requireLandlord confirm in writing, as determined by Tenant acting in good faith, additional office space in Emeryville, California. Tenant’s Expansion Need Notice shall specify the amount of rentable area that Tenant requires (in rentable square feet), which amount must be between thirty-thousand (30,000) rentable square feet and forty-five thousand (45,000) rentable square feet (“Tenant’s Identified Space Need”). Tenant’s Expansion Need Notice shall also specify the term (the “Proposed Expansion Term”) for which Tenant proposes to lease the space described in such Tenant’s Expansion Need Notice. The Proposed Expansion Term shall be no less than seven (7) years and shall be no greater than twelve (12) years. Landlord shall have up to within ninety (90) days following its of receipt of Tenant’s Expansion Need Notice such notice, whether Landlord will make available to notify TenantTenant approximately 72,000 rentable square feet in the Building on or before September 30, in writing2016 (subject to Section 37.13), that Landlord eitherwhich BP Space is generally described as follows: aand (ii) intends affirming its desire to meet Tenant’s increased office lease additional space need at fair market terms in a property located in Emeryville, California, owned or controlled by from Landlord or an Landlord’s affiliate, or b) . If Landlord determines that Landlord does not intend it will make the BP Space available to meet Tenant’s expansion space needs Tenant and so notifies Tenant in writing (in each case, a “Landlord’s Notice To Tenant Regarding Expansion”). The failure of Landlord to deliver a Landlord’s Notice to Tenant Regarding Expansion within such ninety (90) day period shall be deemed to be delivery of a Landlord’s Notice to Tenant Regarding Expansion indicating that Landlord does not intend to meet Tenant’s increased space need. If Landlord’s Notice to Tenant Regarding Expansion indicates that Landlord intends to meet Tenant’s increased space need (an “Acceptance Space Notice”), then this Lease shall be amended to, among other things, provide for the Acceptance Notice BP Space and set forth the Expansion Space Rent (defined below), effective date for such Expansion Space Rent, and the Rentable Area for the BP Space. The BP Space shall become the Leased Premises for all purposes, including but not limited to the calculation of all Additional Rent and Other Charges due under the Lease, and shall be subject to all terms and conditions of the Lease. If Landlord determines that the BP Space will not be made available to Tenant, this Lease shall continue in full force and effect, subject to Tenant’s Expansion Opportunity with regard to the LS Space or the LSE Space. If Tenant does not deliver Tenant’s BP Space Expansion Notice, then this Lease shall continue in full force and effect. To exercise Tenant’s Expansion Opportunity with regard to the LS Space or the LSE Space, Tenant must identify with specificity: a) the space send a written request to Landlord will lease to Tenant on or before December 31, 2015 (the “Tenant’s LS/LSE Space Expansion SpaceNotice”), requesting that Landlord confirm in writing, within ninety (90) days of receipt of such notice, whether Landlord or Landlord’s affiliate will make available to Tenant approximately 72,000 contiguous rentable square feet in Lincoln Square or Lincoln Square expansion on or before June 30, 2017 (subject to Section 37.13). If Landlord delivers Landlord’s Space Notice with respect to the LS Space or LSE Space, then Landlord’s or Landlord’s affiliate, as the case may be, and b) Tenant shall exercise diligent good faith efforts to arrive at mutually acceptable lease terms setting forth the building in which LS Space or LSE Space, as the case may be, the Expansion Space is situated (Rent, effective date for such Expansion Space Rent, and the “Proposed Property”)Rentable Area for the LS Space or LSE Space, which terms shall be generally consistent with this Lease. The Proposed Property shall either be a) reasonably similar If Landlord (or betterLandlord’s affiliate) in quality to the Building or to comparable Class A office or office/laboratory buildings in Emeryville with modern steel and/or concrete construction, or b) the Building. The Expansion Space must be located in the Proposed Property. The Expansion Space identified by Landlord in the Acceptance Notice must be sized so that the rentable area of the Expansion Space is an amount determined by Landlord (the “Determined Size”) that is: a) no greater than the lesser of 45,000 rentable square feet or one hundred ten percent (110%) of the size proposed in Tenant’s Expansion Need Notice, and b) no less than ninety percent (90%) of the size proposed in Tenant’s Expansion Need Notice. Landlord shall designate the Expansion Space so that: a) it is located on one (1) floor or two (2) floors on the same elevator bank, and b) any space on a floor is contiguous to the other space on such floor and is reasonably configured (including, but not limited to, containing a reasonable amount of space located along windows and core space). Landlord and Tenant will work cooperatively enter into a lease for the LS Space or LSE Space, Tenant may terminate this Lease and in good faith for a period of no more than the Current Lease (subject to Section 37.23(d) below) upon written notice delivered to Landlord within thirty (30) days following the execution of such lease, in which event this Lease shall terminate and be of no further force or effect upon the rent commencement date set forth in a lease executed by Landlord (or Landlord’s affiliate) and Tenant for the LS Space or the LSE Space. The termination shall operate as if it were the expiration date set forth in Section 1.13 above, and all references in this Lease to the original Expiration Date shall refer to such earlier termination date. Expansion Space Rent shall commence upon the earlier of (i) one (1) week following substantial completion of any tenant improvements to the Expansion Space performed by Landlord or Landlord’s affiliate, or (ii) the date Tenant first occupies the Leased Premises for business purposes. If Landlord does not deliver Landlord’s Space Notice within ninety (90) days of receipt of Tenant’s receipt of an Acceptance LS/LSE Space Expansion Notice or Tenant’s BP Space Expansion Notice, then Tenant shall have the right to terminate this Lease effective March 31, 2017. To exercise such termination right, Tenant shall deliver written notice to Landlord on or before April 30, 2016. Tenant’s failure to provide the termination notice set forth in this Section 37.23 shall automatically terminate Tenant’s right to terminate this Lease pursuant to this Section 37.23. (b) Notwithstanding anything herein to the “contrary, if Landlord delivers Landlord’s Space Notice as provided herein, the lease term for such Expansion Space Negotiation Period”) to agree to the fair market rental terms (collectively, the “Fair Market Terms,” and each such term, a “Fair Market Term”) under which Tenant will lease the Expansion Space and to document said agreed terms in a lease document materially similar in legal form to this Lease (the “New Lease”). The Fair Market Terms shall comply with the following provisions: 1) The Fair Market Terms shall be the terms, collectively, of leases for space comparable in size, location and quality to the premises in question which are under primary lease (and not sublease) to new or renewing tenants of comparable financial standing to Tenant, for a term comparable to the Proposed Expansion Term, and taking into consideration existing improvements. 2) The Fair Market Terms shall include, but not be limited to, rent, a tenant improvement allowance less than five (if applicable), parking rights, renewal periods 5) years and expansion rights. 3) The Fair Market Terms shall include a market-level security deposit (to take the form of the direct transfer of funds or the provision of a letter of credit reasonably satisfactory in form and substance to Landlord), taking into account tenants with a credit standing and financial standing comparable to that of Tenant at the time the Fair Market Terms are determined. 4) The monthly base rent Rent for the Expansion Space (“Expansion Space Rent”) shall be at a the Fair Market Rate considering Rent (as defined below) for comparable space in the other terms and conditions addressed herein Bank of America Building, Lincoln Square or the Lincoln Square expansion, as the case may be (such as lease term, tenant improvement allowance (if any), Tenant’s financial standing, the fact that the Expansion Space is being delivered in its as-is condition, etc.“Comparable Space”). Notwithstanding If there is no Comparable Space in the foregoingBank of America Building, in no event shall Lincoln Square, or the monthly base rent for the first 22,034 rentable square feet of the Expansion Space be less than the Monthly Base Rent Tenant is then paying under the Lease (as amended by this Third Amendment) Lincoln Square expansion at the time, but Tenant shall pay, as Expansion Space Rent, whatever the fair market rent in the Bank of America Building, Lincoln Square, or Lincoln Square expansion would be if there was such Comparable Space in the Bank of America Building, Lincoln Square, or Lincoln Square expansion. The term “Fair Market Rent” shall mean the rent that would be paid by a willing tenant entering into a new lease for Comparable Space for a term of not less than five (5) years. Tenant concessions shall be no floor included in the determination of fair market rent with respect to tenants who are entering into new leases at Bellevue Place, Lincoln Square or the monthly base rent for that portion of the Expansion Space’s rentable area that exceeds 22,034 rentable square feetLincoln Square expansion. By way of exampleThe term “tenant concessions” shall include, if the rentable area of the Expansion Space totals 35,000 square feetwithout limitation, the limitations described above shall apply to 22,034 rentable square feet of the Expansion Space but not to the remaining 12,966 rentable square feetsuch inducements as tenant improvements and free rent.