Common use of Right of First Negotiation for Clause in Contracts

Right of First Negotiation for. Product Categories. In the event that an Exclusive license becomes available for Compounds in the field of […***…], Firmenich shall have the following rights. Before Senomyx first grants such a license to any Third Party (other than Senomyx’s existing licensee for the applicable field), Senomyx will present that opportunity first to Firmenich. Firmenich must inform Senomyx of commercial interest in such opportunity in writing within […***…] of receipt of written notice from Senomyx and such written response shall include proposed, and in good faith, […***…] for a potential collaboration in the applicable field. In the event that Senomyx does not receive such written notification and proposal within […***…] then Senomyx shall be free to retain such rights for itself or its Affiliates and/or enter into agreements with one or more Third Parties for their use of any Compound for use in the applicable field. If Firmenich submits a proposal, the parties shall negotiate in good faith to complete a license agreement for such Compound in the applicable field for a period not to exceed […***…]. In the event that the parties do not enter into a license agreement for such Compound within […***…], then Senomyx shall be free to retain such rights for itself or its Affiliates and/or enter into agreements with one or more Third Parties for their use of any Compound for use in the applicable field. For avoidance of doubt, Firmenich acknowledges and agrees that Senomyx shall have sole and absolute discretion to determine whether the terms offered by Firmenich during such negotiation process, if any, are acceptable to Senomyx and therefore Senomyx shall have sole and absolute discretion whether to enter into any such agreement with Firmenich on the terms offered.

Right of First Negotiation for. Product Categories. In the event that an Exclusive license becomes available for Compounds in the field of […***…]. 5.12.1 If, at any time during the [***] following the applicable exclusivity period under Section 5.6.2(a) with respect to [***], Firmenich Company or its Affiliates researches or develops any [***]that is specifically engineered or selected to be directed against the [***], and either (a) intends to divest rights to or grant a license with respect to such Degrader to a Third Party or (b) intends to initiate GLP toxicology studies with respect to such Degrader, in each case ((a)-(b)), Company shall promptly (and in any event prior to entering into negotiations with any Third Party regarding any such divestiture or license) provide written notice to Vertex (the “[***] Notice”), containing the information in its possession or control that would be required to be included in an OEDP if such Degraders were directed against a Collaboration Target, in the form and to the extent that any such information is then available (and in Company’s or its Affiliate’s possession or control) for any such Degraders, and describing the general nature of the proposed transaction with respect to a transaction with a Third Party or the proposed GLP toxicology studies, and Vertex shall have an exclusive right of first negotiation to acquire or obtain an exclusive license to such Degrader. Vertex shall have [***] (“[***] Notice of Exercise”). If Vertex provides such an [***] Notice of Exercise, the following rights. Before Senomyx first grants Parties will promptly commence exclusive good faith negotiations regarding the terms of an agreement providing for such acquisition or the grant of such exclusive license for a license period of up to [***] unless extended by mutual agreement of the Parties, during which period Company shall not engage in any discussions or negotiations with or permit diligence access to any Third Party (other than Senomyx’s existing licensee for regarding the applicable field), Senomyx will present that opportunity first to Firmenich. Firmenich must inform Senomyx acquisition of commercial interest in license of such opportunity in writing within […***…] of receipt of written notice from Senomyx and such written response shall include proposed, and in good faith, […***…] for a potential collaboration in the applicable field. In the event that Senomyx does not receive such written notification and proposal within […***…] then Senomyx shall be free to retain such rights for itself or its Affiliates and/or enter into agreements with one or more Third Parties for their use of any Compound for use in the applicable field. If Firmenich submits a proposal, the parties shall negotiate in good faith to complete a license agreement for such Compound in the applicable field for a period not to exceed […***…]Degrader. In the event that the parties do not enter into a license Parties fail to reach agreement for such Compound within […***…]] (or any such longer period as the Parties may mutually agree) from the date of Vertex’s [***] Notice of Exercise, then Senomyx shall be free to retain Company may proceed with the further development, manufacture and commercialization of such rights for itself Degrader or its Affiliates and/or enter into agreements an agreement with one a Third Party with respect to the acquisition or more license of such Degrader, provided that (i) for a period of [***] (or any such longer period as the Parties may mutually agree), Company may only enter into an agreement with such Third Parties for their use of any Compound for use Party if the terms thereof are, in the applicable field. For avoidance of doubtaggregate, Firmenich acknowledges and agrees that Senomyx shall have sole and absolute discretion more favorable to determine whether Company than the most Company-favorable terms offered by Firmenich during Vertex and (ii) solely in the case that the [***] Notice provided by Company under this Section 5.12.1 was provided because Company intended to divest rights or grant a license with respect to the applicable Degrader to a Third Party (and not because Company intended to initiate GLP toxicology studies with respect to such negotiation processDegrader), if anyif, are acceptable to Senomyx and therefore Senomyx shall have sole and absolute discretion whether to as of the date that is [***] (or any such longer period as the Parties mutually agree), Company has not entered into any such agreement with a Third Party, Company may not enter into any such agreement without first complying with Firmenich on this Section 5.12.1 with respect to the terms offeredapplicable Degrader (except to the extent negotiations between Company and a Third Party with respect to any such agreement are ongoing as of the end of such one year or longer period, in which case Company may not enter into any such agreement without first complying with this Section 5.12.1 with respect to the applicable Degrader if such negotiations end without execution of any such agreement). In addition, notwithstanding anything to the contrary herein, (x) Company shall promptly notify Vertex in writing if any [***] under research or development by Company or its Affiliates that is specifically engineered or selected to be directed against the [***] reaches the lead optimization stage of development (as determined by Company’s internal process for progressing a product candidate to lead optimization), and (y) if, as of the expiration of the [***] following the applicable exclusivity period under Section 5.6.2(a) with respect to [***], Vertex has not yet received any notice from Company under this Section 5.12 with respect to any Degrader, Company will provide Vertex with a data package containing the information in its possession or control that would be required to be included in an OEDP if such Degraders were directed against a Collaboration Target, in the form and to the extent that any such information is then available (and in Company’s or its Affiliate’s possession or control) for any such Degraders and Vertex may elect, by written notice to Company within [***] after receipt of such data package, to exercise its right of first negotiation under this Section 5.12.1 with respect to one or more such Degraders. 5.12.2 If Vertex does not provide an [***] Notice of Exercise within [***] following receipt of the [***] Notice in accordance with Section 5.12.1 for a Degrader, then this Section 5.12 shall terminate with respect such Degrader, and Company may negotiate and enter into with a Third Party with respect to the acquisition or license of such Degrader.