Common use of Tenant Termination Right Clause in Contracts

Tenant Termination Right. Notwithstanding any provision to the contrary contained in this Lease, Tenant shall, with respect to the entire Premises only, have the one-time right to terminate this Lease effective as of June 30, 2018 (the “Termination Date”), upon Tenant’s delivery of written notice to Landlord (the “Termination Notice”), which notice shall be delivered to Landlord on or before January 1, 2018, and concurrently with the delivery of such Termination Notice, Tenant shall deliver to Landlord a “Termination Fee,” as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” shall be an amount equal to Two Million Three Hundred One Thousand Two Hundred Fifty-Five and 00/100 Dollars ($2,301,255.00). Subject to Landlord’s timely receipt of the Termination Notice and the Termination Fee, this Lease shall automatically terminate and be of no further force or effect, and Landlord and Tenant shall be relieved of their respective obligations under this Lease as of the Termination Date, except with respect to those obligations set forth in this Lease which specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under the Lease, as amended, up to and including the Termination Date. The termination right granted to Tenant under this Section 2.2 shall automatically terminate and be of no further force or effect in the event (x) Tenant fails to properly exercise such termination right as set forth in this Section 2.2, (y) Tenant assigns, subleases or otherwise permits the occupancy of the Premises or any portion thereof by other entities or persons (other than with respect to a Permitted Transferee Assignee), or (z) Tenant is in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods), as of the date of Tenant’s delivery of the Termination Notice to Landlord or, at Landlord’s election, as of the Termination Date. The termination rights granted to Tenant under this Section 2.2 are personal to the Original Tenant and its Permitted Transferee Assignees, and may not be exercised by any assignee, sublessee, or transferee of the Original Tenant’s or its Permitted Transferee Assignees’ interest in this Lease. XXXXXX REALTY THE CAMPUS AT SORRENTO GATEWAY 702009.06/WLA -11- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, Inc.]

Tenant Termination Right. Notwithstanding If all or part of the Leased Premises shall be destroyed or rendered wholly untenantable by fire or other casualty (whether or not insured) and this Lease has not been terminated pursuant to any other provision hereof, Landlord shall prepare an engineering estimate of the date when the Landlord’s restoration work will be substantially completed (the “Estimated Restoration Date”) and give written notice thereof to Tenant within 90 days after the contrary contained in this Leasedate of the damage; provided, that if such damage is due to an uninsured casualty and Landlord elects not to restore such damage, Landlord shall so notify Tenant within such 90-day period. If the Estimated Restoration Date is later than one year from the date of the damage, or if Landlord gives notice under the proviso clause of the preceding sentence that such damage will not be restored, Tenant shall, with respect may terminate this Lease by giving Landlord written notice of its election to do so within forty-five (45) days after the entire Premises only, date of Landlord’s notice under this paragraph above. Tenant shall have the one-time no right to terminate this Lease effective on account of fire or other casualty, except as expressly provided in this Section 5.07(c). If Landlord’s restoration work has not been substantially completed within the one-year period after the date of June 30, 2018 damage (or such later date as may have been specified in Landlord’s initial notice of the “Termination Estimated Restoration Date”), upon Tenant’s delivery subject in either case to extension for not more than ninety (90) days, except in cases of Force Majeure, in which event the extension shall not exceed a total of six (6) months in the aggregate, then Tenant shall have the right to terminate this Lease by giving Landlord written notice of its election to Landlord (do so within 30 days after the “Termination Notice”), which notice shall be delivered to Landlord on or before January 1, 2018end of such period, and concurrently with the delivery of if Tenant timely gives such Termination Notice, Tenant shall deliver to Landlord a “Termination Fee,” as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” shall be an amount equal to Two Million Three Hundred One Thousand Two Hundred Fifty-Five and 00/100 Dollars ($2,301,255.00). Subject to Landlord’s timely receipt of the Termination Notice and the Termination Feenotice, this Lease shall automatically terminate 30 days after the date thereof unless Landlord’s restoration work is substantially completed within such 30-day period, in which event such termination notice shall be void and this Lease shall continue in full force and effect. If Landlord shall not have terminated the Lease pursuant to Section 5.07(b), Tenant shall also have the right to terminate this Lease if the conditions described in clause (i) of Section 5.07(b) shall occur, by notice from Tenant to Landlord given within sixty (60) days after the date of damage, the effective date of which shall not be of no further force less than thirty (30) days or effectmore than ninety (90) days after the day on which the termination notice is given to Landlord. Tenant’s notice may specify a later date for such termination, not more than one year after the casualty, provided that Tenant may continue to lawfully occupy the Leased Premises in accordance with all applicable building codes and other legal requirements notwithstanding such casualty, Landlord shall not be required to restore the Building (including any Tenant Improvements), and Tenant shall not be relieved of their respective obligations under this Lease as of the Termination Date, except with respect entitled to those obligations set forth in this Lease which specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under the Lease, as amended, up to and including the Termination Date. The termination right granted to Tenant under this Section 2.2 shall automatically terminate and be of no further force or effect in the event (x) Tenant fails to properly exercise such termination right as set forth in this Section 2.2, (y) Tenant assigns, subleases or otherwise permits the occupancy of the Premises or any portion thereof by other entities or persons (other than with respect to a Permitted Transferee Assignee), or (z) Tenant is in economic or material non-economic default under this Lease (rent abatement for any period beyond the applicable date ninety (90) days after the day on which the termination notice and cure periods), as of the date of Tenant’s delivery of the Termination Notice is given to Landlord or, at Landlord’s election, as of the Termination Date. The termination rights granted to Tenant under this Section 2.2 are personal to the Original Tenant and its Permitted Transferee Assignees, and may not be exercised by any assignee, sublessee, or transferee of the Original Tenant’s or its Permitted Transferee Assignees’ interest in this Lease. XXXXXX REALTY THE CAMPUS AT SORRENTO GATEWAY 702009.06/WLA -11- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, Inc.].

Tenant Termination Right. Notwithstanding any provision In the event that Tenant has a bona fide legitimate need for space equal to or greater than 20,000 square feet of Rentable Floor Area (including the contrary contained in this LeasePremises) and provides written notice (the “Addition Space Notice”) to Landlord thereof on or before August 1, 2005, then Tenant shall, with respect to the entire Premises only, shall have the one-time right to terminate this Lease effective unless Landlord is able to accommodate such space needs of Tenant by providing such space in the Building or alternatively by providing such space as a contiguous unit in the building located at 000 Xxxxxxxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, or by causing the owner thereof to so provide such space. In the event that Landlord is able to accommodate Tenant’s space needs as aforesaid, then Tenant shall execute a written lease in substantially the form of June 30, 2018 this Lease for such space (the “Termination DateExpansion Lease”), upon Tenant’s delivery except that the term of written the lease shall be for a period of not less than five (5) years from the date of such lease and the rent shall be at the Fair Market Rent then prevailing in the area as reasonably determined by Landlord and set forth in a notice to Landlord Tenant (the “Termination Landlord’s Rent Notice”), unless Tenant notifies Landlord that it disagrees with Landlord’s determination of Fair Market Rent (“Tenant’s Rent Notice”), in which notice event Fair Market Rent shall be delivered to Landlord on or before January 1, 2018determined as set forth in Section 2.5 below, and concurrently with the delivery of such Termination Notice, Tenant shall deliver to Landlord a “Termination Fee,” as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” Expansion Lease shall be an amount equal to Two Million Three Hundred One Thousand Two Hundred Fifty-Five and 00/100 Dollars entered into within thirty ($2,301,255.00)30) days after Fair Market Rent is determined as provided in Section 2.5 below. Subject to LandlordIf Tenant concurs with Xxxxxxxx’s timely receipt determination of the Termination Notice and the Termination FeeFair Market Rent, this Lease shall automatically terminate and be of no further force or effect, and Landlord and Tenant shall be relieved execute the Expansion Lease within thirty (30) days of their respective obligations under this Lease as of Landlord’s Rent Notice. Tenant’s failure to execute the Termination Date, except with respect to those obligations set forth in this Lease which specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under the Expansion Lease, as amendedprovided above, up to and including the Termination Date. The termination right granted shall constitute a default by Tenant hereunder, unless such failure was caused by Landlord or unless such failure is cured within thirty (30) days of Landlord’s notice to Tenant under this Section 2.2 shall automatically terminate and be of no further force or effect in such default. In the event that the Landlord cannot accommodate such space needs of Tenant as aforesaid, then Tenant shall have the right to terminate the Lease by no less than six (x6) Tenant fails months prior notice given to properly exercise such termination right as set forth in this Section 2.2, (y) Tenant assigns, subleases or otherwise permits the occupancy of the Premises or any portion thereof by other entities or persons (other than with respect to a Permitted Transferee Assignee), or (z) Tenant is in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods), as of the date of Tenant’s delivery of the Termination Notice to Landlord or, at Landlord’s election, as of the Termination Date. The termination rights granted to Tenant under this Section 2.2 are personal to the Original Tenant and its Permitted Transferee Assignees, and may not be exercised by any assignee, sublessee, or transferee of the Original Tenant’s or its Permitted Transferee Assignees’ interest in this Lease. XXXXXX REALTY THE CAMPUS AT SORRENTO GATEWAY 702009.06/WLA -11- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, Inc.].

Tenant Termination Right. Notwithstanding any provision to the contrary contained in this Lease, Tenant shallshall have two (2) options (each, with respect to the entire Premises only, have the one-time right a "Termination Option") to terminate and cancel this Lease effective as of June 30(i) the last day of the ninety-second (92nd) full calendar month of the Lease Term with respect to the first Termination Option, 2018 and (ii) the “last day of the one hundred forth (104th) full calendar month of the Lease Term with respect to the Termination Date”), upon Tenant’s delivery of written notice to Landlord (the “Date Termination Notice”), which notice shall be delivered to Landlord Notice ndlord on or before January 1the date which is twelve (12) full calendar months prior to the applicable Termination Date, 2018and, and concurrently with the its delivery of such Termination NoticeFee (A) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the nine (9) calendar months following the Termination Date with respect to the first Termination Option, and (B) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant shall deliver (as if this Lease had not been terminated) for the seven (7) calendar months following the Termination Date with respect to Landlord a “the second Termination Fee,” as that term is defined hereinbelow, as consideration for and as a condition precedent to such early terminationOption. The “Termination Fee” shall be an amount equal to Two Million Three Hundred One Thousand Two Hundred Fifty-Five and 00/100 Dollars ($2,301,255.00). Subject to Landlord’s timely receipt of the Termination Notice and the Termination Fee, this Lease shall automatically terminate and be of no further force or effect, and Landlord and Tenant shall be relieved of their respective obligations under this Lease Lease, as of the Termination Date, except with respect to those obligations set forth in this Lease Lease, which specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under the this Lease, as amended, up to and including the Termination Date. The termination right granted to Tenant under this Section 2.2 Each Termination Option shall automatically terminate and be of no further force or effect in the event (x) Tenant fails to properly and timely exercise such termination right Termination Option as set forth in this Section 2.2, (y) Tenant assigns, subleases or otherwise permits the occupancy of the Premises or any portion thereof by other entities or persons (other than with respect to a Permitted Transferee Assignee)th been terminated, or (z) Tenant is in economic or material non-economic default under this Lease (beyond the expiration of all applicable notice and cure periods), as of the date of Tenant’s delivery of the Termination ination Notice to Landlord or, at Landlord’s election, as of the Termination Date. The termination rights Termination Options granted to Tenant under this Section 2.2 are 2.3 is personal to the Original Tenant and its Permitted Transferee Assignees, Assignee and may not be exercised by any assignee, sublessee, or transferee of the Original Tenant’s or its th Permitted Transferee Assignees’ Assignee' interest in this Lease. XXXXXX REALTY THE CAMPUS AT SORRENTO GATEWAY 702009.06/WLA -11- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, Inc.]2.4